Board Representatives. The Board hereby designates the Principal of each building to act as its representative at Step One as hereinafter described and the Superintendent or his designated representative to act at Step Two as hereinafter described.
Board Representatives. Subject to the limitations set forth in this Section 10, the Boise Majority Holders shall have the right to designate not less than the Boise Applicable Number of representatives for election to the Board of the Company (individually a “Boise Board Representative” and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:
Board Representatives. Immediately following Closing and for so long as the Shareholders own Air-Cure Stock issued to them in the Merger which in the aggregate is equal to or exceeds twenty percent (20%) of all issued and outstanding Air-Cure Stock, then the Shareholders shall have the right to cause to be nominated to the Air-Cure Board of Directors two (2) persons, not more than one of whom may be an employee of Air-Cure (which for purposes of this Section 7.9 includes any subsidiary of Air-Cure) and one (1) person who is not an employee of Air-Cure. Any such person designated by the Shareholders to be nominated as a director must meet the qualifications for membership on the Board of Directors which are generally applicable to all members of the Board of Directors. The designation of any such persons to be nominated to the Board of Directors shall be made by the Shareholders in a joint notice to Air-Cure. The persons nominated by the Shareholders shall be voted upon at the annual meeting of shareholders of Air-Cure. The Shareholders shall have the right annually to give their joint notice to Air-Cure of the directors whom they wish to be nominated to the Board of Directors at the Air-Cure annual meeting of shareholders. This notice shall be given by the Shareholders to Air-Cure in a timely manner which will permit Air-Cure to cause these persons to be included in Air-Cure's proxy statement and other necessary disclosures, communications, and filings. In the event any person so nominated by the Shareholders serves on the
Board Representatives. Subject to the limitations set forth in this Section 10, the holders of a majority of New Astoria Registrable Securities shall have the right to designate up to the Applicable Number of representatives for election to the Board (individually a “Board Representative” and collectively the “Board Representatives”), which right, for the avoidance of doubt, shall not limit any other rights of the holders of New Astoria Registrable Securities under the Certificate of Incorporation. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:
Board Representatives. (a) The Designating Lender shall be entitled to appoint two (2) members of the Holdings’ Board of Directors as soon as practical after the First Amendment Effective Date. If not provided to the Borrower on or prior to the execution of the First Amendment, as soon as practical after the First Amendment Effective Date, the Designating Lender as of the First Amendment Effective Date shall provide to the Nominating and Corporate Governance Committee of the Board of Directors of Holdings (the “Nominating Committee”) in writing the names of three Qualifying Independent Director Nominees along with reasonable background data on each such nominee (such notice, a “Nomination Notice”), each of which nominees shall (i) make himself or herself available on reasonable notice for a telephonic interview with the Nominating Committee regarding such nominee’s qualifications and the proxy disclosure that will be required for such nominee and (ii) confirm in writing that the nominee will serve if elected to the board of directors of Holdings. Within thirty (30) days of receipt of such Nomination Notice, Holdings shall cause two of the Qualifying Independent Director Nominees to be named to the board of directors of Holdings (any such director, a “Designated Director”); provided, that an equitable extension in this period will be imposed in the event of delay by the nominee in submitting to an interview of the Nominating Committee or a nominee is determined not to be a Qualifying Independent Director. One of the Designated Directors shall be appointed to the Restructuring Committee of the Board of Directors and one of the Designated Directors shall be appointed to the Audit Committee of the Board of Directors, subject to the candidate meeting the NASDAQ requirements and the requirements specified in Rule 10A-3 under the Securities Exchange Act of 1934 (including without limitation Rule 10A-3(b)(1) without regard to any of the exemptions therefrom) for inclusion on the Audit Committee.
Board Representatives. Subject to the limitations set forth in this Section 1, the holders of a majority of MDCP Registrable Securities shall have the right to designate up to the Applicable Number of representatives for election to the Board (individually a “Board Representative” and collectively the “Board Representatives”). The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:
Board Representatives. The Lender shall designate, or continue to designate, one individual who will be appointed to the board of directors (or equivalent) of each of the Parent and the Borrower (the “Lender’s Designee”), such Lender’s Designee to be reasonably acceptable to the Borrower. For so long as such Lender’s Designee is a member of the board of directors (or equivalent) of the Parent or the Borrower, the Lender shall not take any action (or advise such Lender’s Designee to take any action) that would cause the Lender’s Designee to be in violation of its fiduciary duties as a director (or equivalent) under applicable Delaware law.
Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth therein, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of Xxxx Xxx Xxxx and Xxxxx Xxxxxx shall be a Board Nominee for purposes of this Agreement, including Section 2(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company.
Board Representatives. DEVELOPER understands and agrees that TIF BOARD, in its sole discretion, may appoint certain CITY staff members, a CITY department or another entity to serve as its representative in carrying out any or all of the responsibilities of TIF BOARD hereunder, and that references to “TIF BOARD” in this Agreement mean TIF BOARD in its entirety or any such designated representative.
Board Representatives. 9.4.1. Grid Assurance shall designate an individual to serve as a Board Representative on the Subscriber Advisory Committee and each Equipment Committee; provided, however, that: (a) there may be different Board Representatives on each such committee; and (b) Grid Assurance may remove or replace Board Representatives from time to time as it sees fit.
