Appointment of Board Observer Sample Clauses

Appointment of Board Observer. (a) Subject to the terms and conditions set forth in this Agreement, the Company hereby appoints Xx. Xxx to attend, in a non-voting observer capacity, all meetings of the Board, for a term of one year, which shall renew automatically for successive one-year terms until Xx. Xxx’x earlier death or resignation; provided that, at any time following the first anniversary of the date of this Agreement, either party may terminate this Agreemeent upon 30 days’ prior written notice to the other party. Xx. Xxx shall have the right to be heard at any such meeting, but in no event shall he: (i) be deemed to be a member of the Board, (ii) have the right to vote on any matter under consideration by the Board or otherwise have any power to cause the Company to take, or not to take, any action or (iii) have, or be deemed to have, or otherwise be subject to, any fiduciary duties to the Company or its unitholders applicable to the managers of the Company. For the avoidance of doubt, Xx. Xxx’x presence shall not be necessary to establish a quorum at any meeting of the Board. (b) For so long as Xx. Xxx serves as a Board observer, subject to Section 1.1(c) below, he shall be provided copies of all notices, minutes, consents, and other written materials that are provided to its managers at substantially the same time and in substantially the same manner as such materials are delivered to the Company’s managers in their roles as members of the Board. (c) Notwithstanding the foregoing, the Company may withhold any information and exclude Xx. Xxx from any meeting (or portion thereof) if the Board determines that (i) access to such information or attendance at such meeting (or portion thereof) could adversely affect the attorney-client privilege between the Company and its counsel, (ii) access to such information or attendance at such meeting could result in an actual or potential conflict between the Company and Xx. Xxx or his affiliates, including if the Board or any Board committee plans to discuss (x) non-public, tenant-level information relating to Worldwide Plaza (“WWP”) or (y) non-public information relating to the sale of WWP or the Company’s ownership interst in WWP, or (iii) such exclusion from information or attendance is necessary or advisable (on the advice of the counsel) to satisfy Board members’ fiduciary duties as managers of the Company to all holders of the Company’s units.
Sample 1
AutoNDA by SimpleDocs
Appointment of Board Observer. (A) From the Effective Date and for so long as, following exercise in full of the Put Right, the Subscriber holds (in aggregate when taken together with shares of the Company’s Common Stock held by its affiliates (including, for the avoidance of doubt, DRF Xxxxxx (UK) Limited) from time to time) a minimum of 2,000,000 shares of the Company’s Common Stock, the Subscriber shall have the right, to appoint one individual (the “Board Observer”) who will have the right to participate in meetings of the Board as an observer. The Board Observer shall be entitled to attend each meeting of the Board but shall not be entitled to any management power or voting rights at such meetings. (B) the Subscriber shall provide the Board with notice of the name, address and phone number of the individual selected by the Subscriber to serve as the Board Observer from time to time. Such notice shall be provided to the Company in the manner set forth in this Agreement. With effect from the Effective Date, Xxxx Xxxxx Xxxxxx shall be appointed as a Board Observer of the Company and the Company hereby confirms its acceptance of such designated Board Observer. (C) The Board Observer’s rights pursuant to this Section 7(g) shall be effective only upon the Board Observer and the Company entering into a confidentiality agreement with terms to be mutually and reasonably agreed upon by and between the Subscriber and the Company.
Sample 1
Appointment of Board Observer. (a) As long as Citadel holds the Minimum Holdings, Citadel shall have the right to appoint one individual (the “Board Observer”) who will have the right to participate in meetings of the Board of Directors of the Company (the “Company Board”) as an observer. The Board Observer shall be entitled to attend each meeting of the Company Board but shall not be entitled to any management power or voting rights at such meetings. (b) Citadel shall provide the Company Board with notice of the name, address and phone number of the individual selected by Citadel to serve as the Board Observer. Such notice shall be provided to the Company in the manner set forth in this Agreement. (c) The Board Observer’s rights pursuant to this Section 6 shall be effective only upon the Board Observer and the Company entering into a confidentiality agreement with terms to be mutually and reasonably agreed upon by and between Citadel and the Company.
Sample 1
Appointment of Board Observer. From and after the Effective Time (as defined in the Business Combination Agreement), and for so long as the Holder and its Affiliates collectively beneficially own (directly or indirectly) at least 2% of the issued and outstanding Company Common Stock determined on a fully diluted basis (after giving effect to any stock split, stock dividend or other recapitalization), the Holder shall be entitled to designate, in the Holder’s sole discretion and by delivery of written notice to the Company (identifying such individual by name, title and employer), one individual to act in the role of a non-voting observer (the “Board Observer”) to the Board of Directors of the Company (the “Board”). The Holder shall promptly notify the Company in writing if any Board Observer is no longer qualified to serve as a Board Observer hereunder or if the Holder in its sole discretion determines to remove or replace the Board Observer pursuant to Section 1.03(b) below.
Sample 1
Appointment of Board Observer. Each of AFH Advisory and MTF shall have the right to appoint one individual with non-voting “observer status” to receive all Board communications and attend all meetings of the Board for a period of 2 years from the Effective Time, including attending meetings of the Board related to engaging professional service providers and the right to review any credentials provided by such service providers.
Sample 1
Appointment of Board Observer. From and after the Effective Time, and for so long as the Holders and their Affiliates collectively beneficially own (directly or indirectly) at least 20% of the issued and outstanding Company Common Stock (after giving effect to any stock split, stock dividend or other recapitalization), the Holders shall be entitled to appoint, in the Holders’ sole discretion and by delivery of written notice to the Company (identifying such individuals by name, title and employer), up to two individuals to act in the role of a non-voting observer (each a “Board Observer” and together the “Board Observers”) to the Board of Directors of the Company (the “Board”). The Board Observers shall be individuals who are officers or employees of EnCap Investments L.P. or an Affiliate thereof. The Holders shall promptly notify the Company in writing if any Board Observer is no longer qualified to serve as a Board Observer hereunder.
Sample 1
Appointment of Board Observer. Permit a representative of the Lenders (a "Non-Voting Observer") to be present as a non-voting observer at each meeting or teleconference of the board of directors or any duly authorized committee thereof (the "Board") of each Borrower, and the Non-Voting Observer shall receive from such Borrower reimbursement of reasonable expenses incurred in connection with attending all meetings of the Board. The Non-Voting Observer shall have the right to attend meetings of the Board in person or telephonically, and such Non-Voting Observer shall be notified of any such meetings, including such meeting's time and place, in the same manner as the members of the Board. The Non-Voting Observer shall not constitute a member of the Board and shall not be entitled to vote on any matter presented to the Board but may observe (but not participate in) any discussions of such matters. Each Borrower shall (a) provide the Non-Voting Observer with all financial and operational information regarding such Borrower that is prepared for or provided to its Board, at the time it is so prepared or provided and (b) advise the Non-Voting Observer of material determinations made by its Board at the time such determinations are made and provide copies of the minutes of meetings of such Board; provided that each Board shall have the right to exclude the Non-Voting Observer from attending any proceedings of such Board and from receiving any such information (i) to the extent the subject matter of such proceeding or information relates directly to this Agreement or (ii) if (in the reasonable opinion of counsel to such Borrower) such attendance or receipt could prejudice any attorney-client privilege of such Borrower or could violate any law, and in each case so long as such exclusion is not used as a means to circumvent the obligation of such Borrower to provide access and information to the Non-Voting Observer.
Sample 1
AutoNDA by SimpleDocs

Related to Appointment of Board Observer

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

  • APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • APPOINTMENT OF BANK 1. The Customer hereby constitutes and appoints the Bank as its agent to perform the services described herein and as more particularly described in Schedule I attached hereto (the "Services"), and the Bank hereby accepts appointment as such agent and agrees to perform the Services in accordance with the terms hereinafter set forth. 2. In connection with such appointment, the Customer shall deliver the following documents to the Bank: (a) A certified copy of the Certificate of Incorporation or other document evidencing the Customer's form of organization (the "Charter") and all amendments thereto; (b) A certified copy of the By-Laws of the Customer; (c) A certified copy of a resolution of the Board of Directors of the Customer appointing the Bank to perform the Services and authorizing the execution and delivery of this Agreement; (d) A Certificate signed by the Secretary of the Customer specifying: the number of authorized Shares, the number of such authorized Shares issued and currently outstanding, and the names and specimen signatures of all persons duly authorized by the Board of Directors of the Customer to execute any Certificate on behalf of the Customer, as such Certificate may be amended from time to time; (e) A Specimen Share certificate for each class of Shares in the form approved by the Board of Directors of the Customer, together with a Certificate signed by the Secretary of the Customer as to such approval and covenanting to supply a new such Certificate and specimen whenever such form shall change; (f) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the authorized and outstanding Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); (g) A list of the name, address, social security or taxpayer identification number of each Shareholder, number of Shares owned, certificate numbers, and whether any "stops" have been placed; and (h) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the due authorization by the Customer and the validity and effectiveness of the use of facsimile signatures by the Bank in connection with the countersigning and registering of Share certificates of the Customer. 3. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates and from time to time will renew such supply upon request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or a facsimile thereof.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!