Directors, etc. Loans or advances to directors, officers, and --------------- employees of the Borrower that never exceed a total of $1,000,000 in principal-amount outstanding.
Directors, etc. For the avoidance of doubt, if the Total Number of Directors is increased to thirteen (13) or more and then subsequently reduced, the number of individuals that the HNA Designator is entitled to designate pursuant to this Section 2.1(a) shall be reduced to the number of individuals that the HNA Designator would otherwise be entitled to designate pursuant to the first sentence of this Section 2.1(a); provided, that such number of designees shall increase in accordance with the first sentence of this Section 2.1(a) if the Total Number of Directors is thereafter increased to thirteen (13) or more. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.7, the number of individuals that the HNA Designator is entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to: (i) two (2) Directors if, at any time, the HNA Entities, in the aggregate, Beneficially Own at least fifteen percent (15%) but less than twenty percent (20%) of the total number of shares of Common Stock outstanding; (ii) one (1) Director if, at any time, the HNA Entities, in the aggregate, Beneficially Own at least five percent (5%) but less than fifteen percent (15%) of the total number of shares of Common Stock outstanding; and (iii) no Directors if, at any time, the HNA Entities, in the aggregate, Beneficially Own less than five percent (5%) of the total number of shares of Common Stock outstanding. Not more than one HNA Designee at any time may be an Affiliated HNA Designee, and any other HNA Designee shall be an Independent HNA Designee.
Directors, etc as Shareholders. Subject to any restrictions in the By-laws, any Director, officer, agent or independent contractor of the Focus Funds Series may acquire, own and dispose of Shares to the same extent as any other Shareholder; the Directors may issue and sell Shares to and buy Shares from any such person or any firm or company in which such person is interested, subject only to any general limitations herein.
Directors, etc. No present director or Senior Employee of the Company has given or received notice terminating his employment except as expressly contemplated under this Agreement.
Directors, etc. So long as the Purchaser is permitted to have a Purchaser's Representative to or on the Company's board of directors, the Company will call and hold a meeting of its board of directors at least once each fiscal quarter and the Company will give the Purchaser's Representative at least five business days' prior written notice (at least three business days' prior written notice in the case of a telephone meeting and in the case of an urgent meeting, such lesser number of days' prior written notice as is reasonably practicable) of the time, place and subject matter of any proposed meeting (or action by written consent) of the board of directors of the Company (except written consents executed solely in connection with the establishment of bank accounts or other purely administrative matters), such notice in all cases to include true and complete copies of all documents furnished to any director in connection with such meeting or consent. The Purchaser's Representative, if not a board member, shall be entitled to attend as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. All normal travel and out-of-pocket expenses incurred by directors in connection with attending any meetings of the board will be paid by the Company so long as such payments do not violate applicable law. Upon the Purchaser's request at any time when the Purchaser has exercised its rights to designate one of the Company's directors, the Company will purchase a reasonable amount of director's and officer's insurance (including fiduciary coverage) for directors of the 38 39 Company, including the Purchaser's Representative; provided, however, that: (a) the Company's obligation is limited to spending no more than the aggregate amount of $75,000 during any fiscal year on premiums for insurance on all directors; and (b) the Company, in no event, shall provide any less favorable coverage for the Purchaser's Representative than it provides for any other director.
Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock 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. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to such Board (with, where specifically provided for herein, the concurrence of the Continuing Directors) or to 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 of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights.
Directors, etc. No Proceeding is pending, and no Claim has been made, against any current director, manager, employee or agent of any Acquired Company or, to the Knowledge of Seller or the directors, managers or officers (or employees responsible for litigation or risk management matters) of any Acquired Company, against any former director, manager, employee or agent of any Acquired Company, with respect to which any Acquired Company has or reasonably could have Liability therefor or an indemnification or expense advancement obligation. No basis exists for any such Claim.
Directors, etc as Shareholders. Subject to any restrictions in the By-Laws, any Director, officer, Investment Adviser, Agent, Administrator, Principal Underwriter, Distributor or other independent contractor or agent of the Company may acquire, own and dispose of Shares to the same extent as any other Shareholder and the Directors may issue and sell Shares to and buy Shares from any such Person or any firm or company in which such Person is interested, subject only to any general limitations set forth herein.
Directors, etc. No present director of a Group Company or Senior Employee has given or received notice terminating his employment except as expressly contemplated under this Agreement and Completion will not entitle any such director or Senior Employee to trigger any entitlement to a contractual severance payment or liquidated damages.
