Appointment of Independent Director. The decision to appoint a new director of the Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”
Appointment of Independent Director. Promptly and in no event less than (10) days prior to the effective date of the appointment of any Person as a new or replacement Independent Director of the Borrower, notice of such appointment and a certification of a Responsible Officer of the Borrower that such Person satisfies the criteria set forth in the definition herein of “Independent Director.”
Appointment of Independent Director. The Borrower shall give the Administrative Agent prompt written notice of the decision to appoint a new director of the Borrower as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”
Appointment of Independent Director. The decision to appoint a new director of Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.””
2.2 Section 7.1(j) of the RPA is hereby amended to add the following sentence to the end of such section: “On or before September 23, 2010, the Seller Parties shall instruct the Obligors with the customer prefixes SIE and SG. to pay all amounts due with respect to their Receivables to an account which is not a Lock-Box or Collection Account.”
2.3 Clause (M) of Section 7.1(i) of the RPA is hereby amended and restated in its entirety to read as follows: “(M) maintain its corporate charter in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (2) its corporate charter, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to the Agent of the replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that Seller certify that the designated Person satisfied the criteria set forth in the definition herein of “Independent Director” and the Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition herein of “Independent Director;”
2.4 Section 9.1 of the RPA is hereby amended to (i) delete the period at the end of clause (k) thereof and replace such period with “; and” and (ii) add the following as a new clause (l) thereof:
Appointment of Independent Director. Within eighteen (18) months of the date of the First Closing, Mr. He and the Investors shall jointly select an independent director (deemed “independent” under the rules of the New York Stock Exchange or NASDAQ) to serve on the Board, upon which the Company shall increase the size of the Board by one director.
Appointment of Independent Director. Simultaneously with the execution of the Release Agreement, the Initial Payment and the Note, Corona and Ladin shall execute the unanimous written consent of directors (the “Consent”) in the form attached hereto as Exhibit E appointing Messrs. Xxxxxx XxXxxxx and Xxxx LeMaile Xxxxxxx, each nominated by an owner of 5% or more of IA’s outstanding common stock, to the Board of Directors of IA, each of whom shall be “independent” pursuant to Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Appointment of Independent Director. The decision to appoint a new director of the Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”
(e) The following sentence is added to the end of Section 8.2(b) of the Agreement: In the event that the long-term debt rating of any Blocked Account Bank is downgraded by Standard and Poor’s Ratings Group to BBB+ or lower or by Xxxxx’x Investor Service, Inc. to Baa1 or lower, the Agent may in its sole discretion require that a new Blocked Account be opened with a Blocked Account Bank with ratings in excess thereof (such new Blocked Account Bank to be reasonably acceptable to both the Seller and the Agent). Such new Blocked Account and the related Blocked Account Agreement shall be open and in effect within 30 days of the Agent notifying the Seller that it will require such new Blocked Account to be opened. During the period between such notice and the new Blocked Account becoming effective, the Agent may direct that any other account reasonably selected by it be used as the Blocked Account during such interim period, including any account held at the Agent. As soon as such new Blocked Account is opened and the related Blocked Account Agreement is executed and in effect, the Servicer will direct all Collections to such new Blocked Account as otherwise provided in this Agreement.
(f) The following new Section 9.1(o) is hereby added to the Agreement:
Appointment of Independent Director. The Issuer shall give notice to the Noteholders of the decision to appoint a new director of the Issuer as the Independent Director for purposes of this Agreement, such notice to be issued not less than fifteen (15) calendar days prior to the effective date of such appointment which notice shall certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.” The Issuer shall not appoint such Independent Director without the written acknowledgement by the Required Noteholders, such acknowledgement to be delivered within ten (10) Business Days after receipt of notice from the Issuer pursuant to this Section 6.23, that such Person conforms, to the reasonable satisfaction of the Required Noteholders, with the criteria set forth in the definition herein of “Independent Director;” provided, that if the Required Noteholders do not deliver such acknowledgement within ten (10) Business Days, the Noteholders will be deemed to have acknowledged that such Independent Director satisfies the criteria set forth in the definition herein of “Independent Director.” For the avoidance of doubt, the notice requirements set forth in this Section 6.23 do not apply to the appointment of the initial Independent Director.
Appointment of Independent Director. An independent director nominated by the Consenting Term A Lenders (the "Independent Director") and approved by Holdco (such approval not to be unreasonably withheld, conditioned or delayed) shall have been appointed to the Board of Directors of Holdco and the applicable equivalent Board of each of Holdco's subsidiaries, and such Independent Director shall be indemnified in accordance with the Governing Documents of Holdco and each of its subsidiaries, and such Independent Director shall be insured under the terms of Holdco's D&O insurance policy; in addition, the Board of Directors of Holdco shall have adopted a policy (i) scheduling meetings of the Board of Directors at least every two weeks from and after February 22, 2016 and until the Term A Loans and Term B Loans have been indefeasibly paid in full in cash or otherwise restructured in a manner acceptable to the Consenting Term A Lenders, (ii) requiring management to present the Board of Directors of Holdco with frequent updates as to the condition of the business and the status of the milestones described herein, and (iii) requiring management to provide prompt responses to the questions of any member of the Board of Directors; and
Appointment of Independent Director. The decision to appoint a new director of the Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to contain a certification by an Authorized Officer of the Seller that the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained herein.
(b) Section 7.1(i) of the Receivables Purchase Agreement is amended (i) to delete the word “and” appearing at the end of clause (I) thereof; (ii) to replace the period at the end of clause (J) thereof with a semi-colon (“;”); and (iii) to insert the following as new clauses (K), and (L), respectively, immediately after clause (J) thereof:
