Appointment of Purchaser Designees to the Board Sample Clauses

Appointment of Purchaser Designees to the Board. (a) Promptly following the First Closing, the Company's Board of Directors will increase the size of the Company's Board of Directors from eight to ten and will appoint Robexx X. Xxxxx, as the designee of DB Capital Investors, L.P. pursuant to the voting agreement contained in the Preferred Stockholders Agreement among the Purchasers and the holders of the Series A Convertible Preferred Stock of the Company dated the date hereof (the "Purchasers' Voting Agreement") and Simox Xxxxx xx the designee of J.P. Xxxxxx Xxxital Corporation pursuant to the Purchasers' Voting Agreement to the Company's Board of Directors to fill the vacancies created thereby, to serve until the next annual meeting of the stockholders of the Company and until their successors are elected. In the event that either of the foregoing directors or any other director elected by the holders of the Shares (the "Series B Directors") is unable to attend a meeting of the Company's Board of Directors, then the Purchaser or Purchasers who designated such director pursuant to the Purchasers' Voting Agreement shall have the right to have a representative selected by it or them attend such meeting as a guest without voting rights in place of the director unable to attend such meeting; provided, however, that any such representative shall be reasonably acceptable to the Company, that such representative shall have signed a confidentiality agreement in a form reasonably satisfactory to the Company concerning Company information provided in connection with such meeting and that such a Purchasers' representative shall not attend any two board of directors meetings in succession. At all times during which the holders of the Preferred Stock are entitled to elect at least one member of the Company's Board of 17 Directors, the Certificate of Incorporation or Bylaws of the Company will provide for indemnification of the Company's directors to the fullest extent permitted under Delaware law. The Purchasers shall have the right to designate two directors to the Company's Board of Directors for the period following the First Closing to the date of the earlier to occur of either the Second Closing or the termination of this Agreement in accordance with its terms, provided the Purchasers, Investcorp and their Affiliates have voting or dispositive power with respect to at least 52,000 Shares. If at the end of such period the Purchasers, Investcorp and their Affiliates do not have voting or dispositive power with re...
Sample 1
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Appointment of Purchaser Designees to the Board. Promptly following the First Closing, the Company's Board of Directors will increase the size of the Company's Board of Directors from six to at least eight and will appoint Chrixxxxxxx X. X'Xxxxx xxx Charxxx X. Xxxxxxxxx xx the Company's Board of Directors to fill two of such vacancies created thereby, to serve until the next annual meeting of the stockholders of the Company and until their successors are elected. In the event that none of the foregoing directors or the directors elected by the holders of the Shares is able to attend a meeting of the Company's Board of Directors, then the Purchasers shall have the right to have a representative selected by the Purchasers attend such meeting as a guest without voting rights; provided, however, that any such representative shall be reasonably acceptable to the Company, such representative shall have signed a confidentiality agreement in a form reasonably satisfactory to the Company concerning Company information provided in connection with such meeting and that a Purchasers' representative shall not attend any two board of directors meetings in succession. At all times during which the holders of the Stock are entitled to elect at least one member of the Company's Board of Directors, the Certificate of Incorporation or Bylaws of the Company will provide for indemnification of the Company's directors to the fullest extent permitted under Delaware law.
Sample 1

Related to Appointment of Purchaser Designees to the Board

  • Appointment of the Adviser The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby employs Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

  • Appointment of Representatives 6.01 The Employer acknowledges the right of the Union to appoint employees as Representatives of the Union.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Appointment of Directors The Directors shall be appointed as follows:

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