BLR Group definition
Examples of BLR Group in a sentence
Each party shall be responsible for its own fees and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby; provided, however, that the Company shall reimburse the BLR Group for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) in an amount not to exceed in the aggregate $25,000.
If at any time the BLR Group’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of the BLR Group pursuant to this Section 1.1(b) to participate in the recommendation of a Replacement Director to fill the vacancy caused by any inability or unwillingness to serve, resignation or removal of the Nominee or any Replacement Director shall automatically terminate.
No party shall assign this Agreement or any rights or obligations hereunder without, in the case of an assignment by any BLR Group Member, the prior written consent of the Company, and, in the case of an assignment by the Company, the prior written consent of BLR on behalf of all BLR Group Members.
Notwithstanding the foregoing, in the event that the BLR Group fails to comply with its obligations hereunder prior to the 2017 Annual Meeting or there shall have occurred a Resignation Event (as defined below), the Company (including the Nominating and Corporate Governance Committee and the Board) shall not be required to appoint the Nominee or any Replacement Director to the Board.
Each BLR Group Member agrees that it will cause its current and future Affiliates and Associates to comply with all terms and provisions of this Agreement as if they were a party hereto and that it shall be responsible for any breach of this Agreement by any such Affiliate or Associate.
Notwithstanding the foregoing, nothing in this Section 4.6 shall be deemed to prevent either the Company or any BLR Group Member from complying with its respective disclosure obligations under applicable law, legal process, subpoena, law, the rules of any stock exchange, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.
In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by BLR as the Replacement Director, BLR (on behalf of the BLR Group) shall have the right to recommend alternative substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above.