Board of Directors Designee Sample Clauses

Board of Directors Designee. At the request of SDLV, the Company shall within thirty (30) days of the request take all necessary acts to have one designee (the “Board Member Designee”) of SDLV nominated for election to the Board, subject to the approval by the remaining Board, which shall not be unreasonably withheld or delayed, and in all cases subject to compliance with relevant rules and regulations of the SEC and any applicable exchange on which the Company’s Common Stock is listed or quoted. The Board Member Designee must have relevant industry or academic experience and satisfy the independence requirements of the NASDAQ Global Market or any then applicable exchange on which the Company’s Common Stock is listed or quoted. Subject to the terms and conditions of this Section 5.2, at SDLV’s request, the Company shall use its commercially reasonable efforts, including preparation of proxy materials and solicitation of the Company’s stockholders, to have the Board Member Designee elected whenever its board seat comes up for election or for reelection at any regularly scheduled meeting of the Company’s stockholders. The Company’s obligations under this Section 5.2 with respect to the Board Member Designee shall terminate in their entirety if at any time (i) the SDL Ownership Condition ceases to be satisfied or (ii) the Company’s obligations under this Section 5.2 become inconsistent with the rules, regulations and guidance of the applicable exchange on which the Company’s Common Stock may become listed or quoted, and in each such case, the Board Member Designee shall resign from the Board effective immediately. In the event that the Board Member Designee resigns in accordance with clause (ii) above, the Company acknowledges that SDLV shall remain entitled to designate a board member if it is otherwise in compliance with this Section 5.2 and such right is consistent with the rules, regulations and guidance of the applicable exchange on which the Company’s Common Stock may become listed or quoted.
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Board of Directors Designee. Effective upon the Closing of the transactions contemplated hereby, (i) the size of the Board of Directors of the Company shall be increased to eight (8) directors, and (ii) a nominee of Purchaser shall be elected a director. For so long as the initial Purchaser or any Affiliate holds Convertible Preferred Stock representing at least thirty-three (33%) of the outstanding Convertible Preferred Stock, the Company agrees to include a nominee of the initial Purchaser in management's slate of nominees to be elected to the Board of Directors and to recommend to the stockholders the election of such nominee. Any nominee of Purchaser hereunder shall be reimbursed for all reasonable expenses incurred as a director and shall be entitled to receive such compensation as may be received by other non-employee directors of the Company, including indemnity and advancement of expenses to the fullest extent permitted under applicable law.
Sample 1
Board of Directors Designee. For a period of not less than two (2) years from the consummation of any Financing Transaction arranged by Divine Capital, the Company will, at Divine Capital’s option and if so requested by Divine Capital, recommend and use its best efforts to elect one designee of Divine Capital at the option of Divine Capital as a nonvoting advisor to its Board of Directors; such designee, if elected or appointed, shall attend meetings of the Board and shall be entitled to receive reimbursement for all reasonable costs incurred in attending such meetings including, but not limited to, food, lodging, and transportation. To the extent permitted by law, the Company will agree to indemnify Divine Capital and such designee for the actions of such designee as an advisor of the Company. In the event the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it will agree, if possible, to include the Divine Capital designee as an insured under such policy. If Divine Capital Markets LLC does not exercise its option to designate such member of or advisor to the Company’s Board of Directors, they shall nonetheless have the right to send one representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors. The Company agrees to give Divine Capital notice of each such meeting (or copies of any consents in lieu of meetings) and to provide them with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the directors.
Sample 1
Board of Directors Designee. So long as the Secured Indebtedness is outstanding two (2) designees of Purchasers shall be elected to the Board of Directors of Seller, which Board of Directors shall consist of no more than five (5) members without the prior approval of such two (2) designees, and, in addition, a representative of the Purchasers shall be entitled to attend all board of directors and shareholders meetings of Guarantor. Through May, 1999, and so long as the Secured Indebtedness is outstanding, the Board of Directors of Seller shall schedule and hold monthly telephonic board meetings, provided that, at least once every quarter, the Board of Directors shall schedule and hold a duly-convened board meeting at which all directors of Seller shall be invited to attend in person, which meeting shall be held at the principal office of Seller or such other location as approved by the Purchasers. The corporate documents of Seller and Guarantor shall be amended as necessary to assure compliance with the foregoing sentence. Seller and Guarantor shall provide Purchasers with notice of any such meetings at the same time and in the same manner as given to shareholders and statutory directors, and shall provide such designees and representative of Purchasers with all documents and reports associated therewith. Purchasers, Seller and Guarantor agree that a breach by Seller or Guarantor of any of the provisions of this paragraph will cause irreparable damage to Purchasers incapable of precise valuation. Therefore, in the event of such breach, Purchasers, in addition to any other remedy available to it at law or in equity, shall be entitled to a specific performance order by a court of competent jurisdiction ordering Guarantor or Seller, as the case may be, to specifically perform in accordance with the provisions of this paragraph. The existence of any claim or cause of action asserted by Guarantor or Seller against Purchasers, whether arising from this Agreement or otherwise, shall not constitute a defense to the enforcement of this Agreement by Purchasers, nor of any Purchaser's right to obtain an injunction against Seller or Guarantor, as the case may be, for the violation of this covenant. In the event Seller or Guarantor breaches this paragraph and Purchasers must enforce any of the rights herein granted through an attorney, then Seller and Guarantor shall be liable for any and all reasonable attorneys' fees, expenses and court costs incurred in connection with the enforcement of each P...
Sample 1
Board of Directors Designee. From and after the date hereof, for so long as Federal Partners, L.P. ("Federal Partners") and its affiliates (or such other accounts for which The Clarx Xxxates, Inc. provides management services) hold at least 3,000,000 shares of Class A common stock of the Company on a fully diluted basis (including the shares issuable upon conversion of the Notes and shares issued in payment of interest on the Notes), such number to be appropriately adjusted in the event of a stock split, stock dividend, stock combination or recapitalization or other event having similar effect (the "Minimum Amount"), Federal Partners shall be entitled to designate one person as a director of the Company. In such event, the Company shall (i) take all actions necessary to ensure the election to the Board of Directors of the representative designated by Federal Partners (the "FP Designee"), including but not limited to increasing, if necessary, the size of the Board of Directors and taking all necessary corporate action to permit the election by the Board of Directors of the FP Designee promptly after such designation, and (ii) at all times thereafter to (x) include the FP Designee among Mail.xxx'x xominees for election to the Board of Directors and (y) use its best efforts to have the FP Designee elected by the stockholders. In lieu of designating a person as a director of the Company, Federal Partners may at any time during the period that it has the right to so designate a director designate an observer to all meetings of the Board of Directors and to receive all information furnished to the directors, subject to conventional confidentiality restrictions.
Sample 1
Board of Directors Designee. (i) Concurrently with the Closing, the Company shall take all corporate action necessary to increase the size of the Board of Directors of the Company (the "Company Board") by one director and shall take all corporate action necessary to appoint to the Company Board an individual designated by the Purchaser and reasonably acceptable to the Company (such person, the "Purchaser Board Designee"). The Company Board is classified and the Purchaser Board Designee shall be a member of the second class of directors. Subject to Section 1.3(a)(ii), the Purchaser Board Designee shall have an initial term on the Company Board ending at the second annual stockholder meeting following the Closing. At the second annual shareholder meeting, the Company shall nominate a Purchaser Board Designee for election to the Company Board by the shareholders and shall recommend to the shareholders that they vote for the Purchaser Board Designee.
Sample 1

Related to Board of Directors Designee

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • The Board of Directors AGREES TO—

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

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