Board and Loan Committee Visitation Rights Sample Clauses

Board and Loan Committee Visitation Rights. St. Jxxxxx shall allow one representative designated by Old National to attend all meetings of St. Joseph’s board of directors in a nonvoting capacity, and in connection therewith, St. Jxxxxx shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which St. Jxxxxx provides to its board of directors. St. Jxxxxx shall also allow one representative of Old National to attend all meetings of St. Jxxxxx loan committee in a nonvoting capacity, and in connection therewith, St. Jxxxxx shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which St. Jxxxxx provides to its loan committee, provided, however, that St. Jxxxxx may exclude the representative of Old National from access to any meeting or materials, or portion thereof, that such exclusion, in the reasonable judgment of St. Jxxxxx, is reasonably necessary to (i) preserve attorney-client privilege or (ii) to protect confidential or proprietary information that Old National does not contractually have the right to have access to under the terms of this Agreement.
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Board and Loan Committee Visitation Rights. Camco shall allow one representative designated by First Place (either the President or the Chief Executive Officer of First Place Bank) to attend all meetings of Camco’s and its Subsidiaries’ board of directors in a nonvoting capacity, and in connection therewith, Camco shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Camco and its Subsidiaries provide to its board of directors. Camco shall also allow one representative of First Place to attend all meetings of Camco Bank’s loan committee in a nonvoting capacity, and in connection therewith, Camco shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Camco Bank provides to its loan committee, provided, however, that Camco may exclude the representative of First Place from access to any meeting or materials, or portion thereof, if a majority of the Camco board of directors determines, in good faith and after consultation with outside legal counsel, that such exclusion is necessary (i) to preserve attorney-client privilege for existing or pending litigation, (ii) to protect confidential or proprietary information that First Place does not contractually have the right to have access to under the terms of this Agreement or (iii) with respect to a discussion of this Agreement, the transactions contemplated hereby or a Superior Proposal.
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Board and Loan Committee Visitation Rights. Franklin and its Subsidiaries shall allow one representative designated by First Place to attend all meetings of Franklin's and its Subsidiaries' Boards of Directors in a nonvoting capacity, and in connection therewith, Franklin shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Franklin and its Subsidiaries provides to its Board of Directors. Franklin and its Subsidiaries shall also allow one representative of First Place to attend all meetings of Franklin Bank's loan committee in a nonvoting capacity, and in connection therewith, Franklin Bank shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Franklin Bank provides to its loan committee.
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Board and Loan Committee Visitation Rights. OC Financial shall allow one representative designated by First Place to attend all meetings of OC Financial's and its Subsidiaries' board of directors in a nonvoting capacity, and in connection therewith, OC Financial shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which OC Financial and its Subsidiaries provide to its board of directors. OC Financial shall also allow one representative of First Place to attend all meetings of OC Bank's loan committee in a nonvoting capacity, and in connection therewith, OC Financial shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which OC Bank provides to its loan committee, provided, however, that OC Financial may exclude the representative of First Place from access to any meeting or materials, or portion thereof, if a majority of the OC Financial board of directors determines, in good faith and after consultation with outside legal counsel, that such exclusion is necessary to (i) preserve attorney-client privilege for existing or pending litigation or (ii) to protect confidential or proprietary information that First Place does not contractually have the right to have access to under the terms of this Agreement or (iii) with respect to a discussion of a Superior Proposal.
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Board and Loan Committee Visitation Rights. Northern shall allow one representative designated by First Place to attend all meetings of Northern’s board of directors in a nonvoting capacity, and in connection therewith, Northern shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Northern provides to its board of directors. Northern shall also allow one representative of First Place to attend all meetings of Northern loan committee in a nonvoting capacity, and in connection therewith, Northern shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Northern provides to its loan committee, provided, however, that Northern may exclude the representative of First Place from access to any meeting or materials, or portion thereof, if a majority of the Northern board of directors determines, in good faith, that such exclusion is reasonably necessary to (i) preserve attorney-client privilege or (ii) to protect confidential or proprietary information that First Place does not contractually have the right to have access to under the terms of this Agreement.
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Related to Board and Loan Committee Visitation Rights

  • Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Board Observation Rights To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _____ shares of Common Stock of WHG Bancshares Corporation (the "Company") is hereby granted to ________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2001 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with --- Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By accepting this Agreement and the grant of the Restricted Units contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Corporation at any time; (b) the grant of Restricted Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted units; (c) all determinations with respect to future grants of restricted units, if any, including the grant date, the number of Shares granted and the restricted period, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Restricted Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) grants of restricted units are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and the Participant waives any claim on such basis; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to restricted unit proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

  • Committees and Advisory Board The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. The Trustees may appoint an advisory board to consist of not less than two nor more than five members. The members of the advisory board shall be compensated in such manner as the Trustees may determine and shall confer with and advise the Trustees regarding the investments and other affairs of the Trust. Each member of the advisory board shall hold office until the first meeting of the Trustees following the next annual meeting of the shareholders and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified, or until the advisory board is sooner abolished by the Trustees.

  • Option Grants During the Employment Period, Executive shall be eligible to participate in the Instinet 2000 Stock Option Plan (as the same may be amended and in effect from time to time, the "2000 Option Plan") and any subsequent stock option plan maintained by the Company for its senior executives, subject to the review and approval of the Compensation Committee. The terms and conditions of all options to purchase shares of common stock granted to Executive under the 2000 Option Plan or under any prior or subsequent stock option plan maintained by the Company or its Affiliates (including any options granted to Executive prior to the Commencement Date) (collectively, the "Options"), including the grant, vesting, exercise, payment and all other terms of such Options, shall be governed by the terms of the stock option plan under which such Options were granted, as such plan or plans may be amended and in effect from time to time.

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