Entire Board of Directors Clause Samples

Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. The undersigned, being all the Directors of Mondo Acquisition I, Inc. (the "Corporation"), pursuant to Section 141 of the General Corporation Law of the State of Delaware, do hereby consent to the adoption of, and hereby approve and adopt, the following resolutions effective as of August 15, 2008. RESOLVED, that the Corporation effect a repayment of capital, whereby each stockholder of record on August 12, 2008 will receive $10,000 of their paid-in-capital investment. RESOLVED, that the the President, the Secretary, and the Director of the Corporation (collectively, the "Authorized Officers") be, and each of them with full authority to act without the others hereby is, authorized and directed for and on behalf of the Corporation to take or cause to be taken any and all actions, to execute and deliver any and all certificates, instructions, requests, or other instruments, and to do any and all things which, in any such officer's judgment, may be necessary or desirable to effect each of the foregoing resolutions and to carry out the purposes thereof, the taking of any such actions, the execution and delivery of any such certificates, instructions, requests, or instruments, or the doing of any such things to be conclusive evidence of their necessity or desirability. RESOLVED, that the action taken by this consent shall have the same force and effect as if taken at a meeting of the Board of Directors of the Corporation, duly called.

Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. EXHIBIT 7.7 FORM OF AFFILIATE AGREEMENT Ladies and Gentlemen: The undersigned is a holder of shares of [Common Stock, without par value ("KCPL Common Stock"), of Kansas City Power & Light Company, a Missouri corporation ("KCPL")] [Common Stock, par value $1.00 per share ("UCU Common Stock") of UtiliCorp United Inc., a Delaware corporation ("UCU")] [Preference Stock, par value $1.00 per share ("UCU Preferred Stock"), of UtiliCorp United Inc., a Delaware corporation ("UCU")], and is entitled to receive securities (the "Securities") of KC United Corp., a Delaware corporation ("NEWCO"), in connection with the merger (the "Merger") of KCPL and UCU with and into NEWCO. The undersigned acknowledges that the undersigned may be deemed an "affiliate" of NEWCO, KCPL or UCU within the meaning of Rule 145 ("Rule 145") promulgated under the Securities Act of 1933, as amended (the "Act"), and/or as such term is used in and for purposes of Accounting Series Releases 130 and 135, as amended, of the Securities and Exchange Commission (the "Commission"), although nothing contained herein shall be construed as an admission of such status. If in fact the undersigned were an affiliate of NEWCO, KCPL or UCU under the Act, the undersigned's ability to sell, assign or transfer any Securities received by the undersigned pursuant to the Merger may be restricted unless such transaction is registered under the Act or an exemption from such registration is available. The undersigned understands that such exemptions are limited and the undersigned has obtained advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such Securities of Rules 144 and 145(d) promulgated under the Act. The undersigned hereby represents to and covenants with NEWCO, KCPL and UCU that it will not sell, assign or transfer any Securities received by the undersigned pursuant to the Merger except (i) pursuant to an effective registration statement under the Act, (ii) by a sale made in conformity with the volume and other limitations of Rule 145 (and otherwise in accordance with Rule 144 under the Act if the undersigned is an affiliate of NEWCO and if so required at the time) or (iii) in a transaction which, in the opinion of independent counse...

Entire Board of Directors. As used in this Article X and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [—], 2013 by and among [NEWCO], a Delaware corporation (the “Company”) and the parties identified as the “Holders” on the signature page hereto (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 12 hereof.

Entire Board of Directors. As used in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies or newly created directorships. Pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Polymer Group, Inc., a Delaware corporation (the “Company”), the undersigned, the holders of 13,596,921 shares of Company Common Stock (as defined below), constituting approximately 63.4% of the voting power of the outstanding shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), Class B common stock, par value $0.01 per share (the “Class B Common Stock”) and Class C common stock, par value $0.01 per share (together with the Class A Common Stock and the Class B Common Stock, the “Company Common Stock”), voting or consenting together as a single class, do hereby irrevocably consent to the adoption of the following resolutions without the necessity of a meeting of the stockholders of the Company:

Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. Adopted as of: Last Amended as of: dated as of [●], 201[_] ARTICLE I DEFINED TERMS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 21 ARTICLE II GENERAL PROVISIONS 21 Section 2.1 Formation 21 Section 2.2 Name 21 Section 2.3 Principal Place of Business; Other Places of Business 21 Section 2.4 Designated Agent for Service of Process 22 Section 2.5 Term 22 Section 2.6 No Concerted Action 22 Section 2.7 Business Purpose 22 Section 2.8 Powers 22 Section 2.9 Certificates; Filings 22 Section 2.10 Representations and Warranties by the Members 23 ARTICLE III CAPITAL CONTRIBUTIONS 24 Section 3.1 Capital Contributions of the Members 24 Section 3.2 Issuances of Additional Membership Interests 25 Section 3.3 Additional Funds and Capital Contributions 26 Section 3.4 Equity Plans 27

Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. Adopted as of: Tempe Holdco Corporation (the “Corporation”), organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

Entire Board of Directors. These provisions prevent a stockholder from increasing the size of our Board of Directors and gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. Stockholder action; special meetings of stockholders. Our amended and restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors unless required by applicable law. Our amended and restated bylaws provide that only the chairman of our Board of Directors, chief executive officer or a majority of our Board of Directors may call special meetings of our stockholders. Advance notice requirements for stockholder proposals and director nominations. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may make it more difficult for our stockholders to bring matters before our annual meeting of stockholders or to nominate directors at annual meetings of stockholders. Section 203 of the Delaware General Corporation Law

Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the exact number of directors determined pursuant to Section 1 of Article III. The Restated By-laws of Borders Group, Inc. (the “Company”) are hereby amended to add the following Section 10 to Article III, effective as of July 17,2006:

Entire Board of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies. Adopted by the Board of Directors: 2009 June , 2009 Internal Revenue Service Center ▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that withholding is not required if the transferee acquires property that is not a United States real property interest or acquires an interest in a domestic corporation that is not a United States real property interest. To inform AOL LLC, a Delaware limited liability company (“Parent”), that withholding of tax is not required upon the acquisition on the date hereof of interests in Patch Media Corporation, a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger Agreement, dated as of May 30, 2009, by and among Parent, the Company, and certain other parties thereto, the Company hereby certifies the following: