Board of Advisors Clause Samples

Board of Advisors. 15 6.5 Officers.....................................................................16 (i) 3 ARTICLE 7

Board of Advisors. 3.1 The parties shall establish and operate a Board of Advisors with its roles and responsibilities as further set out in this Article and in Schedule 1 of this Agreement. 3.2 The Board of Advisors shall comprise a minimum of 2 persons and no more than 12 persons made up of an equal number of persons appointed by each Party. 3.3 The post of Chair shall be held by a person appointed alternatively by UoH and TNU. Each Chair shall hold the post for a one year period. The first Chair shall be a chair appointed by UoH. The Chair shall not as of right and by virtue of their position of Chair have a second or casting vote

Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.

Board of Advisors. Effective for all purposes on the date of this Agreement, the General Partner and DCSF shall form a management committee for the Partnership (the "Board of Advisors") by appointing thereto five WPRH Members and five DCSF Members, as applicable. The Board of Advisors shall be created and operate to consider those matters pertaining to the business of the Partnership for which Approval of the Committee is required.

Board of Advisors. The Company shall establish and maintain at all times a Board of Advisors (the “Advisory Board”). Rakuten USA, Inc. (“Rakuten”) shall be entitled to designate one (1) member of the Company’s Board of Advisors (such member, the “Rakuten Designee”) so long as Rakuten (together with its Affiliates) continues to beneficially own at least 3,359,335 shares of Series C Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

Board of Advisors. Promptly following Closing, and in addition to its Board of Directors, the Company shall establish a five-member board of advisors consisting of the individuals set forth in Section 6(d) of the Company Disclosure Schedule. If for any reason one or more of these individuals is unable or unwilling to serve on the initial board of advisors, the Company shall consult with CA as to substitute member(s) and any substitute member(s) must be approved in advance by CA, which approval not to be unreasonably withheld.

Board of Advisors. (a) The Company shall have a Board of Advisors, the size and composition of which shall be as set forth in Section 3.03 hereof. Subject to the restrictions contained in Section 3.04 above or in the Investment Agreement, and except with respect to those matters requiring the approval of the Class B Founder Members, as set forth in this Agreement, the management and control of the business of the Company shall be vested exclusively in the Board of Advisors, and the Board of Advisors shall have exclusive power and authority, in the name of and on behalf of the Company, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company. (b) The Board of Advisors shall, subject to all applicable provisions of this Agreement, be authorized in the name and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Company's business; and (ii) in general to do all things and execute all documents determined by it to be necessary or appropriate to conduct the business of the Company as more fully set forth in Section 2.02 hereof or as provided by law, or to protect and preserve the Company's assets. The Board of Advisors may delegate any or all of the foregoing powers. The Board of Advisors is an agent of the Company for the purpose of the Company's business. Any action taken by the Board of Advisors, and the signature of any member of the Board of Advisors on any agreement, contract, instrument or other document on behalf of the Company, shall be sufficient to bind the Company and shall conclusively evidence the authority of the Board of Advisors and the Company with respect thereto. (c) Members of the Board of Advisors may, but are not required to, be Members, and shall hold office until their resignation, removal or death in accordance with the provisions hereof. The Board of Advisors is the "manager" (within the meaning of the Act) of the Company. Members of the Board of Advisors shall devote such time to the business and affairs of the Company as is reasonably necessary for the performance of their duties, but shall not be required to devote full time to the performance of such duties and may delegate their responsibilities as provided in this Agreement.

Board of Advisors. (a) Commencing on or after the Closing Date, the General Partner shall appoint a Board of Advisors consisting of no more than five members, which members shall be selected by the General Partner in its sole discretion. The General Partner shall give the Limited Partners written notice of any such appointment of a new member. Meetings of the Board of Advisors may be called by the General Partner. (b) The Board of Advisors will have the authority and responsibility to review and report its opinion to the General Partner on the following matters: (i) such matters which require Board of Advisors action as provided in this Agreement; (ii) the Value of Assets distributed in kind in connection with the liquidation of the Partnership; and (iii) the appropriateness of any action or inaction on the part of the Partnership in any situation that poses, or may pose, a conflict of interest involving the Partnership, the General Partner, the Administrative Manager and their Affiliates, including, without limitation, any transaction which is submitted to the Board of Advisors by the General Partner involving the Partnership, on the one hand, and any of the General Partner, the Administrative Manager and their Affiliates, on the other hand. In no event shall the Board of Advisors take part in the control or management of the Partnership, nor shall the Board of Advisors have any authority to act for or on behalf of the Partnership. The recommendations of the Board of Advisors shall be advisory only and shall not obligate the General Partner to act in accordance therewith. (c) Members of the Board of Advisors shall not receive any fees from the Partnership, but shall be reimbursed for reasonable expenses incurred in attending meetings thereof, as determined by the General Partner in its discretion. The Board of Advisors may meet in Limited Partnership Agreement 19 026879.0101\273496.04 person or by means of a telephone conference or similar communications by means of which members can hear each other.

Board of Advisors. 14 4.13 Board of Directors Approval....................................................................15 4.14