Board Right Clause Samples

Board Right. Parent and the Company shall take all reasonable actions necessary to appoint and maintain Consultant as a director of the Company from and after the Effective Date through June 30, 2011. Parent and the Company shall ensure that, so long as Consultant serves as a director of the Company, the Company’s certificate of incorporation or comparable organizational document shall include customary provisions regarding director indemnification and exculpation to the fullest extent permissible under Delaware law and maintenance of directors’ and officers’ insurance.

Board Right. Until such time as either (i) the Company is no longer the beneficial owner of more than 50% of the outstanding capital stock of Global Petroleum, Inc. (“Global”) or (ii) the closing of an initial Public Offering of Global, so long as Executive is entitled to be a member of the board of managers of the Company pursuant to Section 4.2(b)(iv) of the LLC Agreement, the Company shall cause Global to allow Executive to be a member of the board of director’s of Global.

Board Right. A. The Board hereby retains and reserves unto itself, without limitation, all powers, rights, authority, duties and responsibilities conferred upon and vested in it prior to the signing of this Agreement by the laws and Constitution of the State of New Jersey and of the United States. B. The exercise of the foregoing powers, rights, authority, duties and responsibilities of the Board, the adoption of policies, rules, regulations and practices in furtherance thereof, and the use of judgment and discretion in connection therewith shall be limited only by the specific and express terms of this Agreement. C. Nothing contained herein shall be construed to deny or limit the Board of any of its inherent managerial rights, privileges or responsibilities, and its authority under any applicable statute, rule or regulation.

Board Right. So long as the Sellers retain 50% or more of the interests in EMP that they will own immediately after the Closing, at the election of WHF, EMP shall promptly designate ▇▇▇▇ ▇▇▇▇▇▇ as a member of the Board of Directors of EMP or appoint him as an observer of the Board of Directors of EMP, in each case in accordance with the terms of the EMP LLC Agreement. In the event ▇▇▇▇ ▇▇▇▇▇▇ elects to serve as an observer on the EMP Board of Directors, EMP shall provide him with the same information that is provided by EMP to the members of its Board of Directors and shall allow him to attend all meetings of the Board.

Board Right. Subject to and promptly following the Sixth Closing Date, the Company shall expand the Board by one director and the Board shall appoint one designee of Subscriber (which may be the Subscriber). Thereafter, subject to Section 12(c) below and satisfaction of all legal and governance requirements applicable to all Board members regarding service as a director of the Company, the Company shall cause the nomination of one person designated by Subscriber for election to the Board at each annual meeting at which the term of each such director expires, or upon the death, resignation, removal or disqualification of each such director, if earlier. Subscriber shall provide written notice of such designee to the Company, together with any information pertaining to the nominated persons reasonably requested by the Company, including information required to be disclosed in accordance with the Company’s SEC disclosure obligations. Upon receipt of such notice and information, the Company shall do, or cause to be done, all things, and take, or cause to be taken, all actions necessary, necessary or expedient to having such designee be elected and qualified to serve as a member of the Company’s Board as soon thereafter as reasonably practicable. The Subscriber’s designee as a Company director shall provide the Company with a directors’ and officers’ questionnaire and provide such other background information as ordinarily requested by the Company from time to time of its other directors and officers.