Common use of Appointment as Board Member Clause in Contracts

Appointment as Board Member. Director hereby agrees to serve as a member of the Board of Directors of Tilray (the “Board”) for an initial term of 1 year from the date of this Agreement (“Term”) unless this Agreement is otherwise terminated earlier. As a Board member, Director will provide the following services to the Company: (a) participate in regularly scheduled and special Board and committee meetings; (b) meet or otherwise confer with Company executives on an active and regular basis as requested by the CEO and/or Chairman of the Board; (c) serve as the Chairperson of the Audit Committee; (d) serve as a member of certain other committees, including without limitation the Compensation Committee; and (d) provide such other services, and perform such duties, as are customary and appropriate for Board members. Board meetings are typically held in person at the Company’s offices in Toronto, Ontario or in Seattle, Washington. In the event travel is required related to Board obligations, the Company will reimburse Director for reasonable travel and other incidental expenses approved by the Company, so long as Director provides the Company with appropriate receipts or other relevant documentation. Director is not an employee of the Company and has no authority to represent or obligate the Company by contract or otherwise. Subject to applicable law, Director may be removed from the Board at any time by a resolution of the Board or an ordinary resolution of the Company shareholders, and upon such removal, this Agreement will be automatically terminated (except for obligations in Section 3 below, the applicable terms of the indemnification agreement referenced below, which will survive termination). On the termination of Director’s appointment on the expiry of the Term (unless re-appointed for a further term) or otherwise (i) Director will at the request of the Company (where relevant) resign in writing as a director of the Company and of any subsidiary of the Company and Director irrevocably authorises any other director of the Company as Director’s attorney in Director’s name and on Director’s behalf to sign all documents and do all things necessary to give effect to this and (ii) Director will surrender to an authorised representative of the Company all correspondence, documents (including without limitation Board minutes and Board papers), copies thereof and other property of the Group. The appointment of Director to the Board and the obligations of Director in serving as a Board member are subject to the charter of the Company (“Charter”). In particular, Director will offer herself for election or re-election at the annual general meeting of the Company as required by the Charter and, if having offered herself for election or re-election, Director is not elected or re-elected, her appointment as a Director will terminate immediately.

Appears in 1 contract

Samples: Board Services Agreement (Tilray, Inc.)

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Appointment as Board Member. Director hereby agrees to serve as a member of the Board of Directors of Tilray (the “Board”) for an initial term of 1 year from the date of this Agreement (“Term”) unless this Agreement is otherwise terminated earlier. As a Board member, Director will provide the following services to the Company: (a) participate in regularly scheduled and special Board and committee meetings; (b) meet or otherwise confer with Company executives on an active and regular basis as requested by the CEO and/or Chairman of the Board; (c) serve as the Chairperson of the Audit Governance and Nominating Committee and the Compensation Committee; (d) serve as a member of certain other committees, including without limitation the Compensation Committee; and (d) provide such other services, and perform such duties, as are customary and appropriate for Board members. Board meetings are typically held in person at the Company’s offices in Toronto, Ontario or in Seattle, Washington. In the event travel is required related to Board obligations, the Company will reimburse Director for reasonable travel and other incidental expenses approved by the Company, so long as Director provides the Company with appropriate receipts or other relevant documentation. Director is not an employee of the Company and has no authority to represent or obligate the Company by contract or otherwise. Subject to applicable law, Director may be removed from the Board at any time by a resolution of the Board or an ordinary resolution of the Company shareholders, and upon such removal, this Agreement will be automatically terminated (except for obligations in Section 3 below, the applicable terms of the indemnification agreement referenced below, which will survive termination). On the termination of Director’s appointment on the expiry of the Term (unless re-appointed for a further term) or otherwise (i) Director will at the request of the Company (where relevant) resign in writing as a director of the Company and of any subsidiary of the Company and Director irrevocably authorises any other director of the Company as Director’s attorney in Director’s name and on Director’s behalf to sign all documents and do all things necessary to give effect to this and (ii) Director will surrender to an authorised representative of the Company all correspondence, documents (including without limitation Board minutes and Board papers), copies thereof and other property of the Group. The appointment of Director to the Board and the obligations of Director in serving as a Board member are subject to the charter of the Company (“Charter”). In particular, Director will offer herself for election or re-election at the annual general meeting of the Company as required by the Charter and, if having offered herself for election or re-election, Director is not elected or re-elected, her appointment as a Director will terminate immediately.

Appears in 1 contract

Samples: Board Services Agreement (Tilray, Inc.)

Appointment as Board Member. Director hereby agrees to serve as a member of the Board of Directors of Tilray (the “Board”) for an initial term of 1 year from the date of this Agreement (“Term”) unless this Agreement is otherwise terminated earlier. As a Board member, Director will provide the following services to the Company: (a) participate in regularly scheduled and special Board and committee meetings; (b) meet or otherwise confer with Company executives on an active and regular basis as requested by the CEO and/or Chairman of the Board; (c) serve as the Chairperson of the Audit Committee; (d) serve as a member of certain other committees, including without limitation the Audit Committee and the Compensation Committee; and (d) provide such other services, and perform such duties, as are customary and appropriate for Board members. Board meetings are typically held in person at the Company’s offices in Toronto, Ontario or in Seattle, Washington. In the event travel is required related to Board obligations, the Company will reimburse Director for reasonable travel and other incidental expenses approved by the Company, so long as Director provides the Company with appropriate receipts or other relevant documentation. Director is not an employee of the Company and has no authority to represent or obligate the Company by contract or otherwise. Subject to applicable law, Director may be removed from the Board at any time by a resolution of the Board or an ordinary resolution of the Company shareholders, and upon such removal, this Agreement will be automatically terminated (except for obligations in Section 3 below, the applicable terms of the indemnification agreement referenced below, which will survive termination). On the termination of Director’s appointment on the expiry of the Term (unless re-appointed for a further term) or otherwise (i) Director will at the request of the Company (where relevant) resign in writing as a director of the Company and of any subsidiary of the Company and Director irrevocably authorises any other director of the Company as Director’s attorney in Director’s name and on Director’s behalf to sign all documents and do all things necessary to give effect to this and (ii) Director will surrender to an authorised representative of the Company all correspondence, documents (including without limitation Board minutes and Board papers), copies thereof and other property of the Group. The appointment of Director to the Board and the obligations of Director in serving as a Board member are subject to the charter of the Company (“Charter”). In particular, Director will offer herself for election or re-election at the annual general meeting of the Company as required by the Charter and, if having offered herself for election or re-election, Director is not elected or re-elected, her appointment as a Director will terminate immediately.

Appears in 1 contract

Samples: Board Services Agreement (Tilray, Inc.)

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Appointment as Board Member. Director hereby agrees to serve as a member of the Board of Directors of Tilray (the “Board”) for an initial term of 1 year from the date of this Agreement (“Term”) unless this Agreement is otherwise terminated earlier. As a Board member, Director will provide the following services to the Company: (a) participate in regularly scheduled and special Board and committee meetings; (b) meet or otherwise confer with Company executives on an active and regular basis as requested by the CEO and/or Chairman of the Board; (c) serve as the Chairperson of the Audit Committee; (d) serve as a member of certain other committees, including without limitation the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee; and (d) provide such other services, and perform such duties, as are customary and appropriate for Board members. Board meetings are typically held in person at the Company’s offices in Toronto, Ontario or in Seattle, Washington. In the event travel is required related to Board obligations, the Company will reimburse Director for reasonable travel and other incidental expenses approved by the Company, so long as Director provides the Company with appropriate receipts or other relevant documentation. Director is not an employee of the Company and has no authority to represent or obligate the Company by contract or otherwise. Subject to applicable law, Director may be removed from the Board at any time by a resolution of the Board or an ordinary resolution of the Company shareholders, and upon such removal, this Agreement will be automatically terminated (except for obligations in Section 3 below, the applicable terms of the indemnification agreement referenced below, which will survive termination). On the termination of Director’s appointment on the expiry of the Term (unless re-appointed for a further term) or otherwise (i) Director will at the request of the Company (where relevant) resign in writing as a director of the Company and of any subsidiary of the Company and Director irrevocably authorises any other director of the Company as Director’s attorney in Director’s name and on Director’s behalf to sign all documents and do all things necessary to give effect to this and (ii) Director will surrender to an authorised representative of the Company all correspondence, documents (including without limitation Board minutes and Board papers), copies thereof and other property of the Group. The appointment of Director to the Board and the obligations of Director in serving as a Board member are subject to the charter of the Company (“Charter”). In particular, Director will offer herself for election or re-election at the annual general meeting of the Company as required by the Charter and, if having offered herself for election or re-election, Director is not elected or re-elected, her appointment as a Director will terminate immediately.

Appears in 1 contract

Samples: Board Services Agreement (Tilray, Inc.)

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