Director Action Sample Clauses

The Director Action clause defines how decisions are made by a company's board of directors. Typically, it outlines the procedures for calling meetings, the required quorum, and the voting thresholds needed for board resolutions to be valid. For example, it may specify that a majority of directors must be present to conduct business and that a certain number of affirmative votes are needed to approve actions. This clause ensures that board decisions are made in an orderly, transparent manner and helps prevent disputes by clearly establishing the rules for director involvement and authority.
Director Action. The exercise by the Directors of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article IV, the Directors shall not be liable for errors of judgment or mistakes of fact or law.
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Director Action. The Board of Directors of Audits (at a meeting duly called and held) has by the unanimous vote of all directors present (i) determined that the Offer and the Merger are advisable and fair to and in the best interests of Audits and its stockholders; (ii) approved the Merger in accordance with the provisions of Section 251 of the DGCL; (iii) recommended the approval of this Agreement, the tender of all Audits Shares pursuant to the Offer, and the approval of the Merger by the holders of Audits Shares and directed that the Merger be submitted for consideration by the stockholders of Audits as contemplated by Section 6.1(a); and (iv) approved the Inducement Agreement in accordance with Section 203 of the DGCL.
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Director Action. Wherever action on the part of the Company or its Directors is contemplated in this Agreement, unless otherwise provided herein, action by a majority of the Directors shall constitute the action provided for herein.
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Director Action. The Board of Directors of WSC (at a meeting duly called and held or otherwise by valid consent) has by the requisite vote of all directors present (a) determined that the Merger is advisable and in the best interests of WSC and the WSC Stockholders, (b) approved this Agreement and the transactions contemplated hereby, and (c) directed that the Merger be submitted for consideration by the WSC Stockholders.
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Director Action. Whenever action on the part of the Owner or the directors of the Asset Manager is contemplated in this Asset Management Agreement, unless otherwise indicated herein, action by any of the Managing Members of Owner, or action by a majority of the directors of the Asset Manager in any case where specifically required hereunder, shall constitute the action provided for herein.
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Director Action. 10 3W. Net Book Deficit....................................................10 ARTICLE IV
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Related to Director Action

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Quorum and Action (a) The Trustees shall set forth in the Bylaws the quorum required for the transaction of business by the Shareholders at a meeting, which quorum shall in no event be less than Shares representing thirty percent (30%) of the voting power of the Shares entitled to vote at such meeting. If a quorum is present when a duly called and held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. (b) The Shareholders shall take action by the affirmative vote of the holders of Shares entitled to vote and representing a majority of votes cast at a meeting of Shareholders at which a quorum is present, except in the case of the election of Trustees which shall only require a plurality and except as may be otherwise required by applicable law or any provision of this Declaration or the Bylaws.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.