Board Representative Clause Samples
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Board Representative. At the Closing, the Company shall
(a) cause the size of the Board of Directors to be increased and one director designated by PRF, which shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, MD, to be elected by the Board of Directors to fill the vacancy so created for a term ending at the Company’s next annual meeting. Following such initial term, the Company shall use its best efforts to nominate one director designated by PRF to the Company’s Board of Directors for election by the Company’s shareholders at every shareholder meeting at which his term would otherwise expire. In the absence of any designation from PRF, the Company shall nominate the director previously designated by PRF and then serving if such director is still eligible to serve to be elected to the Company’s Board of Directors. If any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 4.5 occurs, PRF shall designate a new director to fill the vacancy created by such resignation, removal or death and the Company shall use its best efforts to cause the Board of Directors to appoint such director to the Board of Directors for a term ending at the Company’s next annual meeting, at which time the Company will use its best effort to nominate such director to the Company’s Board of Directors for election by the Company’s Board of Directors and for election by the Company’s shareholders at every shareholder meeting at which his term would otherwise expire. The director designated by PRF shall resign and the Company shall no longer be required to nominate a director designated by PRF upon the later of the following events: (1) if PRF ceases to own at least five (5%) percent of the Company’s Common Stock or securities convertible into the Company’s Common Stock; (2) if the Company owes PRF less than five million dollars ($5,000,000) under the Note pursuant to the Note Purchase Agreement among the Parties dated as of the date hereof; (3) the provisions of part (b) of the definition of Applicable Percentage, as defined in Section 1.01 of the Revenue Interests Assignment Agreement, have been triggered; or (4) if the amounts due by the Company pursuant to the Revenue Interests Assignment Agreement cease to be due under such agreement. The Company shall reimburse the director designated by PRF, if elected to the Board of Directors as provided herein, for all reasonable out-of-pocket travel and other expenses as are reimbursed to other directors on the Board, all in accor...
Board Representative. The Board agrees that the Board Chairperson shall at all times be the sole, duly authorized representative of the Board from whom Contractor shall receive direction as to the Work, and to whom the Contractor shall communicate regarding clarification of Work tasks, and communications to the entire Board.
Board Representative. The County shall have the right to appoint one member to the Reinvestment Zone Board of Directors. The County may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within 30 days of receiving written notice of its right to appoint by the City Secretary’s Office.
Board Representative. 28:01 An employee may apply to the Executive Director to make a presentation to the Board at schedule Board meetings. Such presentations will occur at the beginning of Board meetings. Such requests will not be unreasonably denied. The Employee will only be permitted to be present at the Board Meeting for the duration of his/her presentation. When the issue involves the Executive Director, all requests shall be submitted directly to the Board’s Chairperson.
Board Representative. A representative of the Purchaser shall have been appointed, at the option of the Purchaser, as either a member of or an observer to the board of directors of the Company in accordance with Section 2.1 of the Stockholders Agreement.
Board Representative. DEVELOPER understands and agrees that TIF BOARD, in its sole discretion, may appoint certain CITY staff members, a CITY department or another entity to serve as its representative in carrying out any or all of the responsibilities of TIF BOARD hereunder, and that references to “TIF BOARD” in this AGREEMENT mean TIF BOARD in its entirety or any such designated representative.
Board Representative. (a) The Purchaser shall be entitled to appoint one director to the Board of Directors of the Company (“Purchaser Nominee”) as long as the Purchaser owns at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; provided, however, that any Purchaser Nominee shall, prior to such appointment, (i) provide such information with respect to his or her qualification as the Company shall reasonably request and shall comply with any policies and conditions regarding board service applicable to all Company directors and (ii) submit an irrevocable letter of resignation to the Board of Directors of the Company, which resignation shall immediately become effective upon the Purchaser ceasing to beneficially own at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; and provided further, that no person shall be eligible to serve as a Purchaser Nominee if (a) the Board of Directors of the Company does not approve of such Purchaser Nominee, which approval shall not be unreasonably withheld, conditioned or delayed or (b) such service would be prohibited by the Depository Institution Management Interlocks Act, 12 U.S.C. §§ 3201 – 3208, as the same may be amended or supplemented from time to time, or any successor thereto, and any applicable rules, regulations, policies or interpretations of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or the National Credit Union Administration issued thereunder. If at any time Purchaser loses its right pursuant to the terms of this Section 5.7 to designate a director, Purchaser shall lose such right permanently, unless within ninety (90) days after the loss of such right, Purchaser’s ownership of Common Stock (including, for purposes of calculating Purchaser’s ownership, the number of Common Shares issuable upon conversion of all Non-Voting Stock, if any, owned by Purchaser without regard to any limitations on conversion that may apply pursuant to the terms of the Non-Voting Stock) increases to an amount equal to or greater than 4.9% of the Common Stock outstanding.
(b) The Company agrees to cause the Purchaser Nominee to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is...
Board Representative. (a) So long as Medtronic (together with its Affiliates) owns at least an aggregate of 10% of the issued and outstanding shares of Vista Common Stock (assuming conversion of all Vista Preferred Stock) (appropriately adjusted in the event of stock splits, reverse stock splits, or dividends paid in the form of Vista stock), Vista shall permit Medtronic to designate one representative reasonably acceptable to Vista as an observer to the Board of Directors or, anytime after December 31, 1997 if Medtronic so elects in its discretion, as a member of the Board of Directors. If Medtronic's representative has a change in employment responsibilities or ceases to be employed by Medtronic, Medtronic shall be entitled to designate a replacement for its representative. Medtronic's representative shall receive all notices, documents, and other information in the same time and manner as such information is supplied to members of the Board of Directors. Vista shall make reasonable efforts to permit Medtronic's representative to participate in or observe Board of Directors meetings by telephone if such representative is unable to attend in person. Vista agrees to pay the reasonable expenses incurred by Medtronic's representative in connection with attending Board of Directors meetings as a member of (but not as an observer to) the Board of Directors if and to the extent that Vista pays any expenses of any other member of the Board of Directors.
(b) So long as Medtronic has the right to have a representative to the Board of Directors pursuant to (a) above and does not elect to have such representative become a member of the Board of Directors, Medtronic shall receive from Vista notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Medtronic shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings.
(c) Notwithstanding the foregoing subsection (a) and (b), Vista may require as a condition precedent that such Medtronic's representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust, and to act in a fiduciary manner if such individual is a Board member with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with Vista and; provided, further, that Vista reserves the right not to provide information and to e...
Board Representative. At such time as the Parent Preferred Stock is no longer issued and outstanding, provided that the LPC Stockholders shall own no less than 10% of the issued and outstanding shares of Parent Common Stock (or the right to acquire such shares within 60 days), following the Closing the Parent shall use its best efforts to nominate and cause two persons designated by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to be elected to its Board of Directors and to have one of such designated persons serve on the audit and compensation committees (to the extent such committees then exist) of its Board of Directors; provided, however, that the person designated to serve on the audit and/or compensation committees may not be an officer or employee of Parent or any of its subsidiaries or any other individual having a relationship which, in the opinion of the Board of Directors of the Parent, would interfere with the exercise of independent judgment in carrying out the responsibilities of a member of such committee(s).
Board Representative. The Company shall have caused a representative of the Purchaser, who shall be designated by the Purchaser prior to the Closing, to have been duly elected or appointed as a member of the Board of Directors of the Company prior to or as of the Closing.