Board Representative. 28:01 An employee may apply to the Executive Director to make a presentation to the Board at schedule Board meetings. Such presentations will occur at the beginning of Board meetings. Such requests will not be unreasonably denied. The Employee will only be permitted to be present at the Board Meeting for the duration of his/her presentation. When the issue involves the Executive Director, all requests shall be submitted directly to the Board’s Chairperson.
Board Representative. The County shall have the right to appoint one member to the Reinvestment Zone Board of Directors. The County may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within 30 days of receiving written notice of its right to appoint by the City Secretary’s Office.
Board Representative. DEVELOPER understands and agrees that TIF BOARD, in its sole discretion, may appoint certain CITY staff members, a CITY department or another entity to serve as its representative in carrying out any or all of the responsibilities of TIF BOARD hereunder, and that references to “TIF BOARD” in this AGREEMENT mean TIF BOARD in its entirety or any such designated representative.
Board Representative. A representative of the Purchaser shall have been appointed, at the option of the Purchaser, as either a member of or an observer to the board of directors of the Company in accordance with Section 2.1 of the Stockholders Agreement.
Board Representative. The Board agrees that the Board Chairperson shall at all times be the sole, duly authorized representative of the Board from whom Contractor shall receive direction as to the Work, and to whom the Contractor shall communicate regarding clarification of Work tasks, and communications to the entire Board.
Board Representative. (a) So long as Medtronic (together with its Affiliates) owns at least an aggregate of 10% of the issued and outstanding shares of Vista Common Stock (assuming conversion of all Vista Preferred Stock) (appropriately adjusted in the event of stock splits, reverse stock splits, or dividends paid in the form of Vista stock), Vista shall permit Medtronic to designate one representative reasonably acceptable to Vista as an observer to the Board of Directors or, anytime after December 31, 1997 if Medtronic so elects in its discretion, as a member of the Board of Directors. If Medtronic's representative has a change in employment responsibilities or ceases to be employed by Medtronic, Medtronic shall be entitled to designate a replacement for its representative. Medtronic's representative shall receive all notices, documents, and other information in the same time and manner as such information is supplied to members of the Board of Directors. Vista shall make reasonable efforts to permit Medtronic's representative to participate in or observe Board of Directors meetings by telephone if such representative is unable to attend in person. Vista agrees to pay the reasonable expenses incurred by Medtronic's representative in connection with attending Board of Directors meetings as a member of (but not as an observer to) the Board of Directors if and to the extent that Vista pays any expenses of any other member of the Board of Directors.
Board Representative. (a) The Purchaser shall be entitled to appoint one director to the Board of Directors of the Company (“Purchaser Nominee”) as long as the Purchaser owns at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; provided, however, that any Purchaser Nominee shall, prior to such appointment, (i) provide such information with respect to his or her qualification as the Company shall reasonably request and shall comply with any policies and conditions regarding board service applicable to all Company directors and (ii) submit an irrevocable letter of resignation to the Board of Directors of the Company, which resignation shall immediately become effective upon the Purchaser ceasing to beneficially own at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; and provided further, that no person shall be eligible to serve as a Purchaser Nominee if (a) the Board of Directors of the Company does not approve of such Purchaser Nominee, which approval shall not be unreasonably withheld, conditioned or delayed or (b) such service would be prohibited by the Depository Institution Management Interlocks Act, 12 U.S.C. §§ 3201 – 3208, as the same may be amended or supplemented from time to time, or any successor thereto, and any applicable rules, regulations, policies or interpretations of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or the National Credit Union Administration issued thereunder. If at any time Purchaser loses its right pursuant to the terms of this Section 5.7 to designate a director, Purchaser shall lose such right permanently, unless within ninety (90) days after the loss of such right, Purchaser’s ownership of Common Stock (including, for purposes of calculating Purchaser’s ownership, the number of Common Shares issuable upon conversion of all Non-Voting Stock, if any, owned by Purchaser without regard to any limitations on conversion that may apply pursuant to the terms of the Non-Voting Stock) increases to an amount equal to or greater than 4.9% of the Common Stock outstanding.
Board Representative. (a) At the 2019 Annual Meeting of Shareholders of the Company, and at each subsequent Applicable Meeting during the Term, until the amendment of the Company’s Articles to implement the Charter Amendment (as defined herein), the Company shall (i) propose an amendment (the “Charter Amendment”) to the Company’s Articles to increase the maximum number of directors of the Company by one (1) director from seven (7) directors to eight (8) directors and (ii) subject to the approval of the Shareholders by special resolution of the Charter Amendment, nominate one (1) director to serve as the New Independent Director, which nominee shall (A) meet the Independent Director Criteria, (B) have been designated by the Majority Holders (as such group is determined ten (10) days prior to the Notification Date) and notified to the Company prior to the Notification Date and (C) have been approved by the Board, such approval not to be unreasonably withheld. Upon approval of the Charter Amendment, the Company shall cause such New Independent Director to be nominated for election to the Board at such Applicable Meeting and shall recommend to holders of Voting Securities that such New Independent Director be elected to the Board at such Applicable Meeting (and shall not nominate, recommend or otherwise endorse any competing nominee to fill the vacancy on the Board created by the Charter Amendment). If the Company’s Articles are amended to implement the Charter Amendment but a New Independent Director is not approved by the Shareholders such that a vacancy is created on the Board, the Majority Holders may propose to the Board another nominee for election to the Board, pursuant to the procedures set forth in Section 2(b), and the Company shall appoint such New Independent Director as a director to fill such vacancy.
Board Representative. (a) The Company shall use its best efforts -------------------- to cause a person designated by Tech Leaders (any designation to be made by, or consent required from, Tech Leaders hereunder shall be by the unanimous consent of TLLP and TLCV for so long as either of them beneficially owns any Fully Diluted Shares (as defined below)) to be appointed to the Company's Board of Directors at the Company's first Board meeting after the Closing Date and thereafter, for so long as Tech Leaders beneficially owns any Fully Diluted Shares, shall use its best efforts to maintain such designee (or such replacement for such designee as Tech Leaders may designate from time to time) as a member of the Company's Board of Directors and as a member of the Audit Committee and Compensation Committee thereof. Upon the purchase by Tech Leaders
Board Representative. If and so long as either Cerberus or Sepracor Inc. does not have a designee or representative serving as a director on the Board, such Investor shall have the right to have one representative (each, a “Representative”) attend as an observer all meetings of the Board (and each committee meeting thereof); provided, that, in the case of telephonic meetings conducted in accordance with the Company’s by-laws and applicable law, the Representative shall be given the opportunity to participate in such telephonic meetings to the same extent other directors are permitted to participate. Each of Cerberus and Sepracor Inc. may replace their respective Representative from time to time, and each such replacement shall be deemed a “Representative” for purposes of this Section 3.1. Each of Cerberus and Sepracor Inc. shall be required to furnish the name and address of its Representative (or any such replacement) to the Company upon request therefore. The Company shall give each Representative written notice of every meeting of its Board (and any committee meeting thereof) at the same time and in the same manner as notice is given to the directors of the Company. The Company shall bear, and reimburse upon demand each Representative for, the reasonable costs of each Representative associated with such Representative’s attendance at or participation in any meetings of the Board. Each Representative shall be entitled to receive all written materials and other information given to the directors of the Company in connection with all meetings of the Board or otherwise at the same time and in the same manner such materials and information are given to the directors. Each Representative shall agree to abide by the terms of a standard nondisclosure agreement restricting the use or disclosure of any confidential information received by such Representative pursuant to this Section 3.1. Each Representative shall be entitled to consult with and advise the Board on business issues with respect to the Company and its Subsidiaries, including management’s proposed annual operating plans for the Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall have the right to exclude any Representative from attending any portion of a meeting and shall have the right to withhold any written materials, if the Board determines that such exclusion or withholding is necessary due to a potential or actual conflict of interest or determines, with the reasonable advise of counsel, w...
