Appointment of Observer Sample Clauses

Appointment of Observer. (a) The Parent hereby acknowledges that the Observer has been designated by the Investors as the first Designated Observer under the Original Agreement and shall continue to act as the first Designated Observer under this Agreement. (b) The Observer acknowledges that the Investors shall have the right, subject to the terms and conditions of the Investor Rights Agreement, to appoint, and by notice in writing to the Observer and the Parent (the "Appointment Notice") replace, from time to time a Designated Observer.
AutoNDA by SimpleDocs
Appointment of Observer. The Casdin Group shall have the right to agree upon and designate, in a non-voting observer capacity, one representative of the Casdin Group reasonably acceptable to the Company (“Designee”) to attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwise) and such Designee shall be entitled to receive notices of and to attend meetings of the Board, concurrently with the members of the Board, and in the same manner. If the Designee is unable to attend a Board meeting, the Casdin Group shall have the right to select a replacement Designee reasonably acceptable to the Company to attend in its place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee, or its affiliates (including the Casdin Group entities or their affiliates), would in the reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or its affiliates (including the Casdin Group entities or their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business of the Company. The Casdin Group agrees, and shall cause any Designee to agree in writing prior to attending any meeting of the Board (whether in person, telephonic or otherwise), not to (i) use (for any purpose other than monitoring its investment in the Company) or (ii) reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates has an equity interest) outside of the Casdin Group any confidential information learned as a result of the rights granted by this Section 6.02 concerning the organization, business or finances of the Company or any information concerning a third party which the Company is under a duty to keep confidential.
Appointment of Observer. Effective on and for each year after the IPO, until the aggregate number of OP Units and shares of Common Stock held by Contributor and DRA Opportunity Fund, is less than 50% of the number of OP Units and shares of Common Stock held by Contributor and DRA Opportunity Fund immediately following the IPO, the Company, on behalf of itself and the Operating Partnership, will afford one person selected by DD Investment Partners, L.P. ("DDI") and DRA Opportunity Fund full Board observation rights, including (i) full and timely notice of all meetings of the Board of Directors and each of its committees, (ii) copies of all written and other materials disseminated to members of the Board or its committees, (iii) the right to attend in person or by telephone all meetings of the Board or its committees, (iv) the right to receive all reports concerning the business and financing of the Company and the Operating Partnership that are prepared or otherwise provided to the Company and the Operating Partnership, (v) the right to consult at least once per calendar quarter, if requested by DDI, with the management personnel of the Company concerning the finances and operations of the Company and the Operating Partnership and (vi) the right to receive in advance written notice from the Company of any acquisition or divestiture by the Company or the Operating Partnership (subject to the requirements of applicable securities laws).
Appointment of Observer. The Investor will have an option to appoint such “observer” in SMC Group Companies. If the Investor exercises its option to appoint such “observer”, the Company shall and Promoters shall ensure that such “observer” has the right to attend and speak at all such meetings of the SMC Group Companies and receives all notices, agendas, draft resolutions, reports and other documents provided by or on behalf of SMC Group Companies to its directors. It is clarified that the “observer” shall have no rights to vote at any such meetings of SMC Group Companies. The Company shall have and the Promoters shall have caused each of the SMC Group Companies to appoint a representative individual nominated by Investor as an “observer” with rights to attend all meetings of the board of directors, committees of the board of directors and the shareholders of each of the SMC Group Companies, if requested by the Investor at its discretion under this Clause 4.1.1.6.
Appointment of Observer. 7 Section 4.03. Director and Officer Indemnification........................7 Section 4.04. Termination of Representation...............................7 Section 4.05. Compliance with Applicable Law..............................7 ARTICLE V
Appointment of Observer. If the Purchaser declines to designate a Purchaser Nominee or the Purchaser Nominee is not elected, the Purchaser shall be entitled to designate an individual as its observer who shall be given notice of and, to the extent permitted by Korean Law, be entitled to attend (but not vote at or otherwise participate in) all regular and special meetings of the Board of Directors. The Purchaser shall have the right to change the person designated as the observer at any time in its sole discretion. The Bank shall enter into a contractual employment arrangement with any observer designated by the Purchaser pursuant to which such observer shall receive an amount of compensation to be mutually agreed. Each observer shall enter into a confidentiality agreement substantially in the form of the Supplemental Confidentiality Agreement.
Appointment of Observer. Option to Purchase Property Interests for Increased Price; Termination of Agreement ................................................................... 11
AutoNDA by SimpleDocs
Appointment of Observer. The Investor will have an option to appoint such “observer” in XXX Group Companies. If the Investor exercises its option to appoint such “observer”, the Company shall and Promoters shall ensure that such “observer” has the right to attend and speak at all such meetings of the XXX Group Companies and receives all notices, agendas, draft resolutions, reports and other documents provided by or on behalf of XXX Group Companies to its directors. It is clarified that the “observer” shall have no rights to vote at any such meetings of XXX Group Companies. The Company shall have and the Promoters shall have caused each of the XXX Group Companies to appoint a representative individual nominated by Investor as an “observer” with rights to attend all meetings of the board of directors, committees of the board of directors and the shareholders of each of the XXX Group Companies, if requested by the Investor at its discretion under this Clause 4.1.1.6. 4.1.2 Qualification Shares. A Director need not hold any qualification shares.

Related to Appointment of Observer

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • 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 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 ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • 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 of the Distributor (a) Each Fund hereby appoints the Distributor as the principal underwriter and distributor of the Fund to sell Shares to the public on the terms set forth in this Agreement and that Fund's prospectus and the Distributor hereby accepts such appointment and agrees to act hereunder. Each Fund, during the term of this Agreement, shall sell Shares to the Distributor upon the terms and conditions set forth herein. (b) The Distributor agrees to purchase Shares, as principal for its own account, from each Fund and to sell Shares as principal to investors, and securities dealers, including Xxxx Xxxxxx Xxxxxxxx Inc. ("DWR"), an affiliate of the Distributor, upon the terms described herein and in that Fund's prospectus (the "Prospectus") and statement of additional information included in the Fund's registration statement (the "Registration Statement") most recently filed from time to time with the Securities and Exchange Commission (the "SEC") and effective under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act or as the Prospectus may be otherwise amended or supplemented and filed with the SEC pursuant to Rule 497 under the 1933 Act.

  • Appointment of the Custodian The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Appointment of Stewards A. The Union will certify to the Employer in writing a xxxxxxx or stewards and alternates in accordance with the following general guidelines. Where more than one xxxxxxx is appointed, one shall be designated chief xxxxxxx. The selection and appointment of stewards or chief stewards is the sole and exclusive function of the Union. Stewards will be certified to represent employees in specific work location(s) on their tour; provided no more than one xxxxxxx may be certified to repre- sent employees in a particular work location(s). The number of stewards certified shall not exceed, but may be less than, the number provided by the formula hereinafter set forth. Employees in the same craft per tour or station Up to 49 1 xxxxxxx 50 to 99 2 stewards 100 to 199 3 stewards 200 to 499 5 stewards 500 or more 5 stewards plus additional xxxxxxx for each 100 employees B. At an installation, the Union may designate in writing to the Employer one Union representative actively employed at that installation to act as a xxxxxxx to investigate, present and adjust a specific grievance or to investigate a specific problem to deter- mine whether to file a grievance. The activities of such Union representative shall be in lieu of a xxxxxxx designated under the formula in Section 2.A and shall be in accordance with Section 3. Payment, when applicable, shall be in accordance with Section 4. C. To provide xxxxxxx service to installations with twenty or less craft employees where the Union has not certified a xxxxxxx, a Union representative certified to the Employer in writing and compensated by the Union may perform the duties of a xxxxxxx. D. At the option of the Union, representatives not on the Employer’s payroll shall be entitled to perform the functions of a xxxxxxx or chief xxxxxxx, provided such representatives are certified in writing to the Employer at the area level and providing such rep-

  • 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.

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