Board Representatives Clause Samples

Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth therein, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of ▇▇▇▇ ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a Board Nominee for purposes of this Agreement, including Section 2(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a), then so long as the Investor continues to own the Minimum Ownership Amount, at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company one individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor will be given a reasonable opportunity to select another individual...

Board Representatives. The Board hereby designates the Principal of each building to act as its representative at Step One as hereinafter described and the Superintendent or his designated representative to act at Step Two as hereinafter described.

Board Representatives. Subject to the limitations set forth in this Section 10, the holders of a majority of New Astoria Registrable Securities shall have the right to designate up to the Applicable Number of representatives for election to the Board (individually a “Board Representative” and collectively the “Board Representatives”), which right, for the avoidance of doubt, shall not limit any other rights of the holders of New Astoria Registrable Securities under the Certificate of Incorporation. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:

Board Representatives. Immediately following Closing and for so long as the Shareholders own Air-Cure Stock issued to them in the Merger which in the aggregate is equal to or exceeds twenty percent (20%) of all issued and outstanding Air-Cure Stock, then the Shareholders shall have the right to cause to be nominated to the Air-Cure Board of Directors two (2) persons, not more than one of whom may be an employee of Air-Cure (which for purposes of this Section 7.9 includes any subsidiary of Air-Cure) and one (1) person who is not an employee of Air-Cure. Any such person designated by the Shareholders to be nominated as a director must meet the qualifications for membership on the Board of Directors which are generally applicable to all members of the Board of Directors. The designation of any such persons to be nominated to the Board of Directors shall be made by the Shareholders in a joint notice to Air-Cure. The persons nominated by the Shareholders shall be voted upon at the annual meeting of shareholders of Air-Cure. The Shareholders shall have the right annually to give their joint notice to Air-Cure of the directors whom they wish to be nominated to the Board of Directors at the Air-Cure annual meeting of shareholders. This notice shall be given by the Shareholders to Air-Cure in a timely manner which will permit Air-Cure to cause these persons to be included in Air-Cure's proxy statement and other necessary disclosures, communications, and filings. In the event any person so nominated by the Shareholders serves on the

Board Representatives. Subject to the limitations set forth in this Section 1, the holders of a majority of MDCP Registrable Securities shall have the right to designate up to the Applicable Number of representatives for election to the Board (individually a “Board Representative” and collectively the “Board Representatives”). The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:

Board Representatives. The Lender shall designate one individual who will be appointed to the board of directors (or equivalent) of each of Holdco and the Borrower (the “Lender’s Designee”), such Lender’s Designee to be reasonably acceptable to the Borrower. For so long as such Lender’s Designee is a member of the board of directors (or equivalent) of Holdco or the Borrower, the Lender shall not take any action (or advise such Lender’s Designee to take any action) that would cause the Lender’s Designee to be in violation of its fiduciary duties as a director (or equivalent) under applicable Delaware law.

Board Representatives. The Company has represented to the ---------------------------------- Investors that it is, and will be, the Company's policy to create as soon as feasible (subject to stockholder approval) a Board of Directors, the majority of whom are independent outside directors. In this connection, upon the request of two-thirds of the Investors, the Company shall have a representative of the Investors (as selected by the Investors) elected to the Board of Directors of the Company subject to Board approval within one hundred twenty (120) days of the Closing hereunder. The Board shall not unreasonably delay or withhold its approval of a Director proposed by the Investors. Upon the request of two-thirds of the Investors, the Company shall include a representative of the Investors (as selected by the Investors) on management's slate of nominees for Directors in each year so long as the Investors, in the aggregate, own at least one-half of the number of Purchased Shares originally purchased hereunder.

Board Representatives. Whenever under the provisions of this Agreement or the Trust Agreement the approval of the Borrower is required or the Borrower is required to take some action at another party’s request, such approval or such request shall be given for the Borrower by a Board Representative.

Board Representatives. Immediately upon the occurrence of a Default, the representative(s) appointed by the Defaulting Purchaser to the Board of Directors, if any, (the "Board Representative(s)") in accordance with Section 5.1 of the Investor's Agreement, shall resign effective immediately and the Defaulting Purchaser shall forfeit its right to designate any representative(s) to fill such vacancy(ies) or to appoint any other representative(s) to the Board of Directors. If the Default continues uncured for a period exceeding 10 days after the Default, the Defaulting Purchaser shall also lose its right to have an observer present at any meeting of the Board of Directors, as provided in Section 5.1(a)(vi) of the Investors Agreement or at any meeting of the board of directors or other governing body of any subsidiary of the Company. If the Defaulting Purchaser cures its Default within the 10-day period following such Default by making payment to the Company of (i) the Defaulted Commitment, (ii) the Premium (as that term is defined below) and (iii) the Liquidated Damages (as that term is defined below) (such actions collectively are referred to herein as a "Cure" for a Default), the Defaulting Purchaser shall regain its right to designate such Board Representative(s) and to have observers present at such meetings of the Board of Directors of the Company and its subsidiaries.