Amberstone definition
Examples of Amberstone in a sentence
Nothing in this Section 11.8(b) shall preclude Amberstone from selecting different legal counsel to represent it at any time in the future and no Member shall be deemed by virtue of this Section 11.8(b) to have waived its right to object to any conflict of interest relating to matters other than this Agreement or the transactions contemplated herein provided that any Member may otherwise waive such right.
Moreover, Amberstone Counsel has previously represented or concurrently represents the interests of Amberstone or parties related thereto in connection with matters other than the preparation of this Agreement and may represent such Persons in the future.
In addition, each Member: (i) acknowledges the possibility of a future conflict or dispute among Members or between any Member or Members and the Company; and (ii) acknowledges the possibility that, under the laws and ethical rules governing the conduct of attorneys, Amberstone Counsel may be precluded from representing Amberstone (or any equity holder thereof) in connection with any such conflict or dispute.
OPCC acknowledges the tremendous work of Operation Amberstone and want to continue that understanding and development.
Each Member Designee elected, designated or appointed by BCSF or Amberstone, as applicable, shall hold office until a successor is elected and qualified by BCSF or Amberstone, as applicable, or until such Member Designee’s earlier death, resignation, expulsion or removal.
The initial number of Member Designees shall be four (4), and each of BCSF and Amberstone shall elect, designate or appoint two (2) Member Designees, in each case in their respective sole discretion.
The Company shall pay the reasonable fees and expenses of Shin & ▇▇▇ LLC, the legal counsel for Amberstone, and Dechert LLP, the legal counsel for BCPC, in each case incurred with respect to any of the Transaction Documents.
The Members may determine at any time by mutual agreement the number of Member Designees to constitute the Committee and the authorized number of Member Designees may be increased or decreased by the Members at any time by mutual agreement, upon notice to all Member Designees; provided that at all times each of BCSF and Amberstone has an equal number of Member Designees on the Committee.
Notwithstanding the foregoing, Amberstone shall not disclose any confidential information to any Person unless the proposed recipient of such confidential information is first required to maintain the confidentiality of such information on terms no less restrictive than those set forth in this Section 9.4 and Amberstone shall be liable to the Company, BCSF and the Administrative Agent for any losses arising from the breach of such confidentiality provisions.
Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, without notice and without a vote if at least one (1) Member Designee elected, designated or appointed by each of BCPC and Amberstone provides its consent thereto by written instrument executed by such Member Designee or by email from such Member Designee.