Appointment of Purchaser Designees to the Board Sample Clauses

Appointment of Purchaser Designees to the Board. (a) Promptly following the First Closing, the Company's Board of Directors will increase the size of the Company's Board of Directors from eight to ten and will appoint Robexx X. Xxxxx, as the designee of DB Capital Investors, L.P. pursuant to the voting agreement contained in the Preferred Stockholders Agreement among the Purchasers and the holders of the Series A Convertible Preferred Stock of the Company dated the date hereof (the "Purchasers' Voting Agreement") and Simox Xxxxx xx the designee of J.P. Xxxxxx Xxxital Corporation pursuant to the Purchasers' Voting Agreement to the Company's Board of Directors to fill the vacancies created thereby, to serve until the next annual meeting of the stockholders of the Company and until their successors are elected. In the event that either of the foregoing directors or any other director elected by the holders of the Shares (the "Series B Directors") is unable to attend a meeting of the Company's Board of Directors, then the Purchaser or Purchasers who designated such director pursuant to the Purchasers' Voting Agreement shall have the right to have a representative selected by it or them attend such meeting as a guest without voting rights in place of the director unable to attend such meeting; provided, however, that any such representative shall be reasonably acceptable to the Company, that such representative shall have signed a confidentiality agreement in a form reasonably satisfactory to the Company concerning Company information provided in connection with such meeting and that such a Purchasers' representative shall not attend any two board of directors meetings in succession. At all times during which the holders of the Preferred Stock are entitled to elect at least one member of the Company's Board of 17 Directors, the Certificate of Incorporation or Bylaws of the Company will provide for indemnification of the Company's directors to the fullest extent permitted under Delaware law. The Purchasers shall have the right to designate two directors to the Company's Board of Directors for the period following the First Closing to the date of the earlier to occur of either the Second Closing or the termination of this Agreement in accordance with its terms, provided the Purchasers, Investcorp and their Affiliates have voting or dispositive power with respect to at least 52,000 Shares. If at the end of such period the Purchasers, Investcorp and their Affiliates do not have voting or dispositive power with re...
Sample 1
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Appointment of Purchaser Designees to the Board. Promptly following the First Closing, the Company's Board of Directors will increase the size of the Company's Board of Directors from six to at least eight and will appoint Chrixxxxxxx X. X'Xxxxx xxx Charxxx X. Xxxxxxxxx xx the Company's Board of Directors to fill two of such vacancies created thereby, to serve until the next annual meeting of the stockholders of the Company and until their successors are elected. In the event that none of the foregoing directors or the directors elected by the holders of the Shares is able to attend a meeting of the Company's Board of Directors, then the Purchasers shall have the right to have a representative selected by the Purchasers attend such meeting as a guest without voting rights; provided, however, that any such representative shall be reasonably acceptable to the Company, such representative shall have signed a confidentiality agreement in a form reasonably satisfactory to the Company concerning Company information provided in connection with such meeting and that a Purchasers' representative shall not attend any two board of directors meetings in succession. At all times during which the holders of the Stock are entitled to elect at least one member of the Company's Board of Directors, the Certificate of Incorporation or Bylaws of the Company will provide for indemnification of the Company's directors to the fullest extent permitted under Delaware law.
Sample 1

Related to Appointment of Purchaser Designees to the Board

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Appointment of the Advisor The Advisor is hereby appointed and employed as investment advisor to the Trustee to assist the Trustee in its management of such assets of the Fund as are held in the Subaccount from time to time. The Advisor shall provide investment advice and recommendations and shall render certain other related services to or on behalf of the Trustee, all in accordance with the terms and conditions of this Agreement.

  • Appointment of Sellers’ Representative (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

  • Appointment of the Adviser The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby employs Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

  • Appointment of Advisors (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.

  • 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 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.

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

  • 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 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.

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