Designated Board definition

Designated Board means a board established under section 4.1 (7) or 18.1 (7);

Designated Board. 3 Section 1.10 "Director" 3 Section 1.11 "Early Standstill Termination Event" 4 Section 1.12 "ECI" 4 Section 1.13 "Exchange Act" 4 Section 1.14 "fully diluted" 4 Section 1.15 "Gottschalks" 4 Section 1.16 "Hxxxxx" 4 Section 1.17 "Governmental Entity" 4 Section 1.18 "Group" 4 Section 1.19 "Independent Nominees" 4 Section 1.20 "Investor" 4 Section 1.21 "Investor Nominees" 4 Section 1.22 "Management" 4 Section 1.23 "Management Nominees" 4 Section 1.24 "Nominating Committee" 4 Section 1.25 "person" 4 Section 1.26 "Securities Act" 5 Section 1.27 "Standstill Agreement" 5 Section 1.28 "Subsidiary" 5 Section 1.29 "Transfer" 5 Section 1.30 "Transferee" 5 Section 1.31 "Voting Securities" 5

Designated Board shall have the meaning set forth in Section 2.1(a).

Examples of Designated Board in a sentence

• Designated Board members and officers and the Federal Reserve Banks are authorized by the Board to exercise various func- tions prescribed in this regulation and in the Board’s Rules Regarding Delega- tion of Authority (12 CFR part 265) and the Board’s Rules of Procedure (12 CFR part 262).

• Designated Board members and officers and the Federal Reserve Banks are authorized by the Board to exercise various func- tions prescribed in this regulation, in the Board’s Rules Regarding Delega- tion of Authority (12 CFR part 265), the Board’s Rules of Procedure (12 CFR part 262), and in Board orders.

• Only the Designated Board Member should be involved to any significant degree in each review.

• The Case Manager will provide a detailed report when requested to the Designated Board Member.

• Designated Board members and officers and the Federal Reserve Banks are authorized by the Board to exercise various func- tions prescribed in this regulation, in the Board’s Rules Regarding Delega- tion of Authority (12 CFR part 265), the Board’s Rules of Procedure (12 CFR part 262), and in Board orders.(b) Appropriate Federal Reserve Bank.

• For example, they must not have acted as the Designated Board Member.

• The role of the Designated Board Member is detailed in the Management Instructions and Guidelines, at Appendix 1.

• The practitioner will be advised that they may make representations about the exclusion to the Designated Board Member at any time after receipt of the letter confirming the exclusion.

• The Designated Board Member will receive regular updates from the Case Manager, via the Chief Medical Officer, and provide this information to the Board; and - receive a monthly statistical summary showing all exclusions, with their duration and number of times the exclusion has been reviewed and extended (a copy will also be sent to the Strategic Health Authority).

• The Designated Board Member will ensure that time frames for investigation and/or exclusion are adhered to.

More Definitions of Designated Board

Designated Board shall have the meaning set forth in Section 2.1(a). Section 1.10 "Director" shall mean a member of the Board. Section 1.11 "Early Standstill Termination Event" shall have the meaning set forth in the Standstill Agreement. Section 1.12 "ECI" shall have the meaning set forth in the first paragraph hereof. Section 1.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. Section 1.14 "fully diluted" shall mean, with respect to the Gottschalks Common Stock, the total number of outstanding shares of Gottschalks Common Stock (for such purposes, treating as outstanding Gottschalks Common Stock all options or warrants to purchase and securities convertible into (or exchangeable or redeemable for) the Gottschalks Common Stock as of the relevant measurement date). Section 1.15 "Gottschalks" shall have the meaning set forth in the first paragraph hereof. Section 1.16 "Xxxxxx" shall have the meaning set forth in the second paragraph hereof. Section 1.17 "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. Section 1.18 "Group" shall mean a "group" as such term is used in Section 13(d)(3) of the Exchange Act. Section 1.19 "Independent Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.20 "Investor" shall mean ECI (through Xxxxxx), together with and any Transferee, and so long as Xxxxxx and any Transferee own shares of Gottschalks Common Stock, such persons shall be treated as one entity for the purposes of this Agreement. Section 1.21 "Investor Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.22 "Management" shall mean Xxxxxx Xxxx and Xxxx Xxxx. Section 1.23 "Management Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.24 "Nominating Committee" shall mean the nominating committee of the Board as it is constituted from time to time. Section 1.25 "person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Entity. Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended. Section 1.27 "Standstill Agreement" shall mean that certain Standstill Agreement by and between ECI and Gottschalks dated the date hereof. Section 1.28 "Subsidiary" shall mean ...

Designated Board shall consist of (i) one member designated by the Class A Member, (ii) three members designated by the Series A Member, and (iii) one prominent figure in thermoelectrics recommended by the Class A Member and approved by a majority of the Directors not designated by the Class A Member. The Members hereby agree that, if the size of the Board of Directors is increased or decreased, the "Designated Board" shall consist of (i) one member designated by the Class A Member, (ii) one prominent figure in thermoelectrics, and (iii) all remaining members designated by the Series A Member; provided, however, that if the Class A Member's Percentage Interest is ever less than 5%, the Designated Board shall consist of members designated entirely by the Series A Member.

Designated Board shall consist of (i) Xx. Xxxx or, if he is unable to serve in such capacity, then one individual designated by the Class A Member and (ii) all of the members of the Board of Directors of Amerigon Incorporated (excluding Xx. Xxx X. Bell, if he is a member of such Board of Directors); provided that, if any such member of the Board of Directors of Amerigon is unable to serve in such capacity, then the Series A Member shall be entitled to designate a substitute individual to serve on the Board. The Members hereby agree that the size of the Board will be increased or decreased to provide for increases or decreases in the size of the Amerigon Incorporated Board of Directors. Notwithstanding the foregoing, if the Class A Member’s Percentage Interest is ever less than 5%, the Designated Board shall consist of members designated entirely by the Series A Member.”

Designated Board shall consist of (i) three members designated by Acacia, (ii) one member designated by Xxxxxx and (iii) one member designated by Xxxxxxx; provided, however, that in the event that (and for so long as) Acacia holds less than 50% of the Common Stock as a result of events arising out of Acacia's failure to timely pay principal of and interest on two Notes, each dated the date hereof, each made by Acacia in the principal amount of $450,000, one in favor of Xxxxxx and the other in favor of Xxxxxxx, respectively, the "DESIGNATED BOARD" shall consist of (i) two members designated by Acacia, (ii) one member designated by Xxxxxx, (iii) one member designated by Xxxxxxx, and (iv) one member elected by the Company's shareholders voting independently. In the event of any vacancy on the Board of Directors, Acacia, Xxxxxx and Xxxxxxx covenant and agree that each shall vote all of their Stock in accordance with the procedure described above in order to fill such vacancy. The Company, Acacia, Xxxxxx and Xxxxxxx hereby agree that the size of the Board of Directors shall not be increased or decreased without the prior written consent of each of Xxxxxx, Xxxxxxx and Acacia.