Global Value Director Clause Samples

Global Value Director. If at any time during the Restricted Period (i) the Global Value Director is no longer serving on the Board due to death or disability or resigns as a director or otherwise ceases to be a director for any reason and (ii) at such time the Global Value Group beneficially owns shares of Company’s common stock (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate more than the Ownership Threshold, then the Global Value Group may identify and propose a replacement therefor (and will consider in good faith any proposed replacements suggested by Company), which the Board will, in good faith, accept or reject, and if there is such a rejection, the Global Value Group shall have the right to continue to identify and propose replacement candidates until a replacement is agreed upon (any such replacement, a “Replacement Nominee”). Any Replacement Nominee must meet the Independence Criteria. Upon becoming a member of the Board, the Replacement Nominee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of this Agreement applicable to the Global Value Director.
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Global Value Director. Subject to the execution of this Agreement by the Parties, the Board has taken all action necessary to appoint M▇▇ ▇▇▇▇▇▇▇ (the “Global Value Director”) as a director. During the Restricted Period, the Board and any applicable committee of the Board will take all actions necessary to include the Global Value Director on the Board’s slate of director nominees standing for election at each annual meeting of Company’s stockholders.
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Related to Global Value Director

  • Global Service Proxy Rider Equity Funds

  • POSTING OF RECOMMENDED AWARD AND PROTESTS The recommended award will be posted for review by interested parties at the Procurement Division and at: ▇▇▇▇://▇▇▇▇.▇▇▇▇.▇▇▇/OrangeBids/AwardsRec/default.asp prior to submission through the appropriate approval process and will remain posted for a period of five (5) full business days.

  • Executive Director (a) The HMO must employ a qualified individual to serve as the Executive Director for its HHSC HMO Program(s). Such Executive Director must be employed full-time by the HMO, be primarily dedicated to HHSC HMO Program(s), and must hold a Senior Executive or Management position in the HMO’s organization, except that the HMO may propose an alternate structure for the Executive Director position, subject to HHSC’s prior review and written approval. (b) The Executive Director must be authorized and empowered to represent the HMO regarding all matters pertaining to the Contract prior to such representation. The Executive Director must act as liaison between the HMO and the HHSC and must have responsibilities that include, but are not limited to, the following: (1) ensuring the HMO’s compliance with the terms of the Contract, including securing and coordinating resources necessary for such compliance; (2) receiving and responding to all inquiries and requests made by HHSC related to the Contract, in the time frames and formats specified by HHSC. Where practicable, HHSC must consult with the HMO to establish time frames and formats reasonably acceptable to the Parties; (3) attending and participating in regular HHSC HMO Executive Director meetings or conference calls; (4) attending and participating in regular HHSC Regional Advisory Committees (RACs) for managed care (the Executive Director may designate key personnel to attend a RAC if the Executive Director is unable to attend); (5) making best efforts to promptly resolve any issues identified either by the HMO or HHSC that may arise and are related to the Contract; (6) meeting with HHSC representative(s) on a periodic or as needed basis to review the HMO’s performance and resolve issues, and (7) meeting with HHSC at the time and place requested by HHSC, if HHSC determines that the HMO is not in compliance with the requirements of the Contract.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Funds to the Global Service Proxy Rider Equity Funds