Authority and Rights of the Sponsor-Designated Directors Sample Clauses

Authority and Rights of the Sponsor-Designated Directors. Subject to the last sentence of this Section 13.2(b), each of the Sponsor-Designated Directors shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided, however, that the Sponsor-Designated Directors shall have no obligation to act on behalf of the Pre-Closing Acquiror Holders, except as expressly provided in this Agreement or in the Ancillary Agreements. Without limiting the generality of the foregoing, but subject to the last sentence of this Section 13.2(b), the Sponsor-Designated Directors shall have full power, authority and discretion, for and on behalf of the Pre-Closing Acquiror Holders, Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub to (i) negotiate and enter into amendments to this Agreement and the Ancillary Agreements and (ii) dispute, negotiate, settle and take other actions as may be required in connection with (A) the final calculation and determination of Closing Date NWC, Closing Date Indebtedness, Closing Date Cash, Closing Date Unpaid Transaction Expenses and Final Capex Shortfall, as contemplated in Section 3.10, and (B) matters arising out of or relating to this Agreement, the Ancillary Agreements and the Transactions, in each case, with respect to the Panavision Group (and, for the avoidance of doubt, the Panavision-Designated Directors shall abstain from any vote with respect to any such matter). None of the Sponsor-Designated Directors shall have any liability to Acquiror, the Companies, the Pre-Closing Company Holders, the Holder Representatives or any holder of Acquiror Common Shares or Acquiror Preferred Shares or warrants to purchase Acquiror Common Shares or Acquiror Preferred Shares, with respect to actions taken or omitted to be taken in his or her capacity as a Sponsor-Designated Director as designated hereunder (except for those arising out of such Sponsor-Designated Director’s bad faith, gross negligence, willful breach, fraud or willful misconduct, or a breach of the duty of loyalty to Acquiror or its stockholders), but without effect on such Sponsor-Designated Director’s duties to Acquiror and its shareholders in his or her capacity as a member of the Acquiror Board in matters unrelated to this Agreement, the Ancillary Agreements and the Transactions. Notwithstanding anything in this Agreement or in any Ancillary Agreement to the contrary, any matters of Acquiror or any of its Subsidiaries at or after the Effective Time related to Sponsor...
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Related to Authority and Rights of the Sponsor-Designated Directors

  • Preferred Stock Directors Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

  • RIGHTS OF THE CORPORATION AND COVENANTS Section 5.1 Optional Purchases by the Corporation 27 Section 5.2 General Covenants 27 Section 5.3 Warrant Agent’s Remuneration and Expenses 29 Section 5.4 Performance of Covenants by Warrant Agent 29 Section 5.5 Enforceability of Warrants 29 ARTICLE 6

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Determination and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to 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, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Indemnification by the Corporation Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

  • Covenants of the Corporation (1) The Corporation covenants and agrees with the Underwriters that:

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

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