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. 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. Evidence that an Independent Director has been appointed in accordance with the organizational documents of Seller.
Appointment of Independent Director. Not less than ten (10) days prior to the effective date of appointment, written notice of its decision to appoint a new director of the SPV as the "Independent Director" for purposes of this Agreement, which shall certify that the designated Person satisfies the criteria set forth in the definition herein of "Independent Director."
1.10. Section 8.1(j)(i) of the Transfer and Administration Agreement is hereby amended and restated in its entirety as follows:
(i) the failure of the Originator to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding shares of voting stock of the SPV, or"
1.11. Section 8.1 of the Transfer and Administration Agreement is hereby amended by (i) deleting from clause (m) the phrase "or" immediately following the ";", (ii) adding in clause (n) the phrase "or" immediate following the ";" and (iii) adding the following new clause (o) at the end thereof:
Appointment of Independent Director. Notice of the decision to appoint a new director of the Transferor as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than five (5) days prior to the effective date of such appointment which notice shall include a certification by an officer of the Transferor that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director” and reasonable detail regarding the background and experience of such director demonstrating such compliance.
Appointment of Independent Director. Notwithstanding anything to the contrary contained in the organizational documents of the Company, Monaco hereby agrees that, until such time as all of the obligations, liabilities and indebtedness of the Company under the Indenture and the Notes are finally repaid in full: (A) Xxxxxx Financial, Inc. and/or BDC Partners I, L.P. shall have the right, but not the obligation, upon written notice to Monaco to cause Monaco to appoint one (1) (but not more than one (1) in the aggregate) director of the Company (the "Additional Director") so long as the Additional Director is an Independent Director (as that term is defined in the Company's Certificate of Incorporation); provided that (1) neither Xxxxxx Financial, Inc. nor BDC Partners I, L.P. shall have any responsibility or obligation in respect of the payment of the costs and expenses of the Additional Director (which shall be an obligation of the Company); and (2) the Additional Director's term shall automatically expire upon the final repayment in full of all of the obligations, liabilities and indebtedness of the Company under the Indenture and the Notes; (B) the Company shall provide each of Xxxxxx Financial, Inc. and BDC Partners I, L.P. with five (5) Business Days prior written notice by facsimile of any meeting of the board of directors of the Company (which notice shall include the agenda for such board meeting); and (C) Monaco shall promptly appoint the Additional Director following written notice requesting the appointment thereof; provided that Monaco shall appoint the Additional Director within two (2) Business Days if such written notice is received by Monaco within two (2) Business Days of the notice delivered by the Company pursuant to the immediately preceding clause (B).
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 Borrower shall notify the Administrative Agent of any decision to appoint a new manager 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 (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager or such person’s removal for cause, in which case the Borrower shall deliver notice promptly upon receipt of knowledge of such event), and certify in such notice that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”;
