Board of Directors Representation Clause Samples
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Board of Directors Representation. (a) Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which shall be the number of shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. Parent and Acquisition Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, their officers, directors and affiliates and their designees to the Board of Directors of the Company required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act.
(b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the parties shall use their respective best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing Directors"); provided that in the event that the number of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who...
Board of Directors Representation. For the term of employment, the Employee shall have the right to serve as a Director on the Company's Board of Directors (to eventually be at least seven Directors). This right to Board representation shall survive any initial sale of the Company to GTR, with the right extending to GTR's Board.
Board of Directors Representation. From and after the date hereof, each of ▇▇▇▇▇ and any of its affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as ▇▇▇▇▇ and its Affiliates hold not less than a majority of the Common Stock, ▇▇▇▇▇ and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ has a right to replace a member of each Board designated by the other party with its own designee, ▇▇▇▇▇ or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.
Board of Directors Representation. In the event the Series C Closing shall occur and BTC does not commit to purchase at least 50% of the Series C Shares not subscribed for in the Rights Offering exclusive of shares subscribed for by WCI and BTC, then BTC shall cause one of the persons designated by BTC pursuant to Section 3.1(i) to serve on the Board of Directors of the Company to resign, WCI shall designate a replacement and BTC shall cause the other Directors designated by BTC to vote in favor of such replacement. In the event the Series C Closing shall occur and BTC commits to purchase at least 50% of the Series C Shares, and WCI does not purchase at least 50% of the Series C Shares not subscribed for in the Rights Offering exclusive of shares subscribed for by WCI and BTC, then WCI shall cause one of the persons designated by WCI pursuant to Section 3.1(i) to serve on the Board of Directors of the Company to resign, BTC shall designate a replacement and WCI shall cause the other directors designated by WCI to vote in favor of such replacement.
Board of Directors Representation. On or before the Series B and Convertible Notes Closing Date, Messrs. Bassin, Hochman, Marx, Newman, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall have resigned (effective upon the designation of their successors) from the Board of Directors of the Company, and there shall have been elected and qualified pursuant to the By-laws of the Company as successor directors to such resigning directors on the Board of Directors of the Company four persons designated by WCI and two persons designated by BTC, such persons to be in addition to existing designees of BTC and WCI serving on the Board of Directors.
Board of Directors Representation. The Board of Directors of Buyer shall initially consist of nine (9) members, three (3) of which shall have been designated by Sellers. At such time as the Board of Directors of Buyer consists of six (6) or less members, then Sellers shall be entitled to designate two (2) members.
Board of Directors Representation. Issuer and each Stockholder (whether in its capacity as a stockholder, director, or officer of Issuer or otherwise) shall take or cause to be taken all actions, do or cause to be done all things, and execute and deliver or cause to be executed and delivered all documents, instruments, certificates, further assurances, or other papers, that may be necessary, appropriate, or desirable (including, without limitation, in the case of each Stockholder: (x) by attending stockholder and board of directors meetings in person or by proxy for purposes of obtaining a quorum at such meetings, and executing written consents in lieu of meetings; and (y) by voting at every annual or special meeting of the stockholders of Issuer and at every continuation or adjournment thereof, and on every action or approval by written consent of the stockholders of Issuer in lieu of any such meeting, all voting Securities then owned or controlled, directly or indirectly, thereby) in order to ensure that, so long as Investor holds, directly or indirectly by an Affiliate, not fewer than 333,333 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, and the like):
(i) not fewer than one nominee of Investor is at all times duly elected or appointed as a director of Issuer;
(ii) if the aggregate number of GCI Concept Facilities (as defined in the Development Agreement) equals or exceeds ten, not fewer than two nominees of Investor are at all times duly elected or appointed as directors of Issuer;
(iii) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is one, the number of individuals comprising the entire board of directors of Issuer shall not exceed seven;
(iv) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is two, the number of individuals comprising the entire board of directors of Issuer shall not exceed eight; and
(v) for a period of no less than three years, unless Ro▇▇▇▇ ▇▇▇▇▇▇ ▇s physically unable to perform under the conditions of his current Employment Agreement as provided in the Disclosure Schedule, no new employment agreement will be entered into by Issuer with the chief executive officer of Issuer; and no employment agreement with the chief executive officer of Issuer will be unreasonably amended or otherwise modified during such three-year period.
(b) Concurrently with the execution of ...
Board of Directors Representation. 10 5.3 INCREASED BOARD OF DIRECTORS REPRESENTATION ARISING FROM INTEREST NON-PAYMENT .......................................11 SECTION 6. NEGATIVE COVENANTS OF THE COMPANIES.........................11 6.1 INDEBTEDNESS................................................12
Board of Directors Representation. From and after the date hereof until the Obligations are repaid in full, the Requisite Holders shall have the right to Designate, upon written notice to Inland, either (a) one member to each Board of Directors and one observer entitled to receive all notices and distributions to members of each Board of Directors and to attend all meetings thereof (including committees thereof) (an "OBSERVER") or (b) one or two Observers to each Board of Directors. Any such person Designated by the Requisite Holders that is elected to any Board of Directors pursuant to this SECTION 5.2 shall have a term that automatically expires at such time as the Obligations have been repaid in full. Only one member of each Board of Directors (whether serving on the board of directors of Inland or any Subsidiary) so Designated by the Requisite Holders pursuant to this SECTION 5.2, as long as such Designated member is an independent member (I.E., not an employee or Affiliate of TCW or an employee or Affiliate of such Affiliate), shall be entitled to receive compensation, and only one Designated member of each Board of Directors and one Observer shall be entitled to receive reimbursement of reasonable travel and other expenses as provided in the Shareholders Agreement.
Board of Directors Representation. (a) Effective as of the date hereof, the Stockholders and the Company shall use their reasonable best efforts to cause the Board of Directors to be comprised of nine directors of whom:
(i) three shall be designated by POI Acquisition (the “Acquisition Designees”);
(ii) two shall be designated by QDRF (the “QDRF Designees”);
(iii) two shall be designated pursuant to the Merger Agreement for a period of not less than two years from the date hereof;
(iv) one shall be R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, president and chief executive officer of the Company; and