Director Recusal Sample Clauses

Director Recusal. The Purchaser agrees that it will cause any director serving on the Board of Directors that it has designated for nomination pursuant to Section 4.4(a) to recuse himself/herself from any conversations of the Board of Directors deemed in good faith by the Company’s Chief Executive Officer to involve matters relating to (a) any proposal or inquiry received by the Company from a competitor of the Purchaser or any of its Affiliates relating to an acquisition, including a merger, consolidation or other business combination transaction, of the Company or any of the Company’s Subsidiaries, or the purchase of all or substantially all of the securities of the Company or the assets of the Company and its Subsidiaries taken as a whole, (b) any proposed or pending acquisition by the Company or any of its Subsidiaries of a company or business line that directly or indirectly competes with the Purchaser or any of its Affiliates or (c) any products or services, and strategic decisions related thereto, of the Company that, or would upon development, directly or indirectly compete with products or services of the Purchaser or any of its Affiliates.
Sample 1
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Director Recusal. The Investors acknowledge and agree that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the New Director from all or any portion of a Board or committee meeting (and not provide the New Director with any materials with respect thereto or notice of such meetings, which the director is deemed to have waived), and restrict access to information of the Company, to the extent relating to (i) this Agreement, including the interpretation and enforcement thereof, (ii) any demand made by or on behalf of any Investor or any of their respective Affiliates if such demand is coupled, expressly or implied, with the threat to take any of the actions prohibited in Section 3, or (iii) any proposed transaction between the Company and any Investor, or any of their respective Affiliates or Associates or Family Members.
Sample 1
Director Recusal. The Investor acknowledges and agrees that the Board or any committee thereof, in the exercise of its fiduciary and statutory duties, may recuse a New Director from all or any portion of a Board or committee meeting (and not provide a New Director with any materials with respect thereto or notice of such meetings, which the director is deemed to have waived prospectively), and restrict access to information of the Company, to the extent such meeting or materials relate to (i) the Transaction Documents or the License & Option Agreement, including the interpretation and enforcement thereof, (ii) any demand made by or on behalf of Investor or any of their respective Affiliates if such demand is coupled, expressly or implied, with the threat to take any of the actions prohibited in Section 2 of this Letter Agreement, (iii) any proposed transaction between the Company and the Investor, or any of its respective Affiliates, or (iv) any actual or potential conflict of interest between the Company and the Investor or any of its respective Affiliates.
Sample 1

Related to Director Recusal

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Independent Director Review of Expenses Prior to the consummation of the Initial Business Combination or the liquidation of the Trust, the Company shall cause its Board of Directors to review and approve all payments made to the Sponsor, any of the Company’s directors or executive officers, any special advisor, or any of the Company’s or their respective affiliates, with any interested directors abstaining from such review and approval.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Retainer Clients hereby retain the services of Attorneys to act as its corporate counsel for the term and compensation as outlined herein.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or 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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • Board Action The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.

  • Director A member of the Board of Directors of the Company.

  • The Board (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company.

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