Board Representation Information Sample Clauses
Board Representation Information
Related to Board Representation Information
Board Representation (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.
Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.
Client Representations The Client represents to the Firm the following and understands and agrees that the Firm is relying on these representations as an inducement to enter into this Agreement: • The Client affirms to be legally empowered to enter into or perform this agreement. • If this Agreement is established by a legal entity, the undersigned certifies that the Agreement has been duly authorized, executed and delivered on behalf of such entity, and that the Agreement is valid by way of resolution or amendment made by the entity to that effect, and authorizing the appropriate officer or director to act on its behalf in connection with this Agreement. • The Client agrees to provide the Firm with the necessary information to provide the agreed upon services, including, but not limited to current contact information for Client, such as address, email and phone number. • The Client agrees and acknowledges that the responsibility for financial planning decisions is theirs and that the Client has the right to not act upon, either wholly or in part, any recommendation or suggestion provided by the Firm. • The Client affirms that the Firm performs services for other clients and may make recommendations to those clients that differ from the recommendations made to the Client. The Client affirms the Firm does not have an obligation to recommend for purchase or sale any security or other asset it may recommend to any other client. • The Client affirms that the Firm obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by the Firm is based on the professional judgment of the Firm and the information the Client provides to the Firm. • The Client acknowledges and agrees that the Firm shall not be obligated to provide any services under this Agreement with or for the Client if, in the Firm’s reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or regulation of any regulatory agency, or (ii) be inconsistent with any internal policy maintained by the Firm relating to its business conduct with its Clients. • The Client acknowledges all investments involve risks and that some investment decisions will result in losses, including the potential for the loss of Client’s principal that has been invested. The Client is hereby informed that the Firm cannot guarantee Client’s investment goals or planning objectives will be achieved. • If the Client account(s) served by the Firm contains only a portion of the Client’s total assets, the Firm shall not be responsible for the supervision of those Client assets not set forth through this Agreement. • The Client understands and agrees that the Firm will not be liable for any loss incurred as a result of the services provided to the Client by the Custodian of Record via the Client’s instructions.
Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.