CMSC Board Representation Sample Clauses

CMSC Board Representation. CalBear shall be entitled to designate up to two (2) members of the board of directors of CMSC (each, a “Designated CMSC Board Member”); provided that each such Designated CMSC Board Member shall be either (a) a professional independent director compensated by Bear Xxxxxxx or its Affiliates (other than CalBear) and reasonably acceptable to Calpine, or (b) an employee of Bear Xxxxxxx or its Affiliates with a title of Managing Director or equivalent or a more senior title. CalBear shall be entitled to designate a replacement for any Designated CMSC Board Member at any time, whether upon the death, removal or resignation of such Designated CMSC Board Member or otherwise. If CalBear designates any Designated CMSC Board Member at any time, Calpine and each of the Calpine Transaction Parties agrees, and agrees to cause its Affiliates to (a) vote for, elect or appoint each such Designated CMSC Board Member designated by CalBear to the board of directors of CMSC promptly following such designation, (b) vote for, elect or appoint any replacement Designated CMSC Board Member designated by CalBear to the board of directors of CMSC promptly following such designation, and (c) unless otherwise requested by Bear Xxxxxxx, maintain the Designated CMSC Board Members (as replaced by CalBear from time to time) as directors of CMSC at all times prior to the termination of this Agreement. CMSC’s Organizational Documents shall provide that any decision of the board of directors of CMSC shall require the consent of the Designated CMSC Board Members, if any, to (i) initiate a voluntary Bankruptcy Event, (ii) consent to an involuntary Bankruptcy Event, or (iii) modify the Organizational Documents of CMSC to eliminate or otherwise alter the voting rights of the Designated CMSC Board Members or CalBear’s right to designate, or Calpine and its Affiliates duty to appoint, such Designated CMSC Board Members. CMSC’s Organizational Documents shall also provide that the Designated CMSC Board Members shall not be entitled to vote with respect to any matter presented to the board of directors of CMSC other than the matters listed in the preceding sentence.
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Related to CMSC Board Representation

  • Board Representation (a) Each Executive Stockholder and Carlyle Stockholder shall vote all of the Voting Shares over which such Executive Stockholder or such Carlyle Stockholder has voting control and shall take all other necessary or desirable actions within such Executive Stockholder’s or such Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Carlyle Stockholder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws) so that (i) the authorized number of directors (the “Directors”) on the Board shall be at least six and no greater than nine and (ii) the Directors shall be the persons nominated or designated in accordance with this Section 1. The smallest number of Directors as shall constitute a majority of the total number of Directors from time to time authorized to serve on the Board shall be designated for nomination for election by the Carlyle Stockholders; provided, however, that not more than three of such designees of the Carlyle Stockholders at any time may be full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries), and any additional such designees of the Carlyle Stockholders at any time shall be designated for nomination for election after consultation with the Chief Executive Officer of the Company. Two of the Directors shall be designated for nomination for election by the Chief Executive Officer of the Company and shall be full-time employees of BAH; provided, however, that at any time when the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, such two Directors shall instead be designated for nomination for election by the Executive Stockholders holding a majority of the Voting Shares held by all Executive Stockholders (in either case, the individuals designated pursuant to this sentence shall be referred to as the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Carlyle Stockholders; provided, however, that if (x) the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a Director, such Chief Executive Officer shall be so designated for nomination for election and shall constitute one of such remaining Directors. Any Directors (other than the Chief Executive Officer of the Company) designated pursuant to the immediately preceding sentence, and any Directors designated by the Carlyle Stockholders who are not full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries) and were designated after consultation with the Chief Executive Officer of the Company are hereinafter sometimes referred to as the “Unaffiliated Directors”.

  • Company Representation (a) The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this agreement and will keep this list up to date.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.2. Nothing herein may be construed to limit the right of the District to consult with CSEA on any matter outside of the scope of representation.

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • REPRESENTATION AND COMMITTEES (The following clauses will appear in all collective agreements replacing any provisions related to Representation and Committees (including Professional Responsibility) that existed in the Hospital's expiring collective agreement:)

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

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