Board and Management Representation Sample Clauses

Board and Management Representation. The Company covenants and agrees to appoint at least two representatives of the Purchaser to the Board of Directors of the Company at or prior to Closing such that the Purchaser representatives on the Board of Directors of the Company reflect a minimum of 33% of the total number of the Board Members of the Company at the time of Closing. In addition, the Company covenants and agreements to appoint a Chief Financial Officer of the Company as instructed by the Purchaser at or prior to Closing.
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Board and Management Representation. Until such time as ATN is required to purchase the Investment Shares and so long thereafter as ATN owns at least 10% of the outstanding capital of PICKSAT, PICK Communications shall cause two persons appointed by ATN to be elected to the board of directors of PICKSAT and one person appointed by ATN to be elected as chief operating officer of PICKSAT, and PICK Communications shall permit ATN to remove and replace such persons on the board of directors of PICKSAT or as chief operating officer of PICKSAT at any time. The board of directors of PICKSAT may, by unanimous vote of all the directors in office, at any time remove a person appointed by ATN to be the chief operating officer of PICKSAT; however, in such event, ATN shall be permitted to select a replacement chief operating officer. Upon ATN's exercise of the Purchase Option and so long thereafter as PICK Communications owns at least 10% of the outstanding capital of PICKSAT, PICK Communications shall cause one person appointed by PICK Communications to be elected to the board of directors of PICKSAT, and PICK Communications shall be permitted to remove and replace such person on the board of directors of PICKSAT at any time.
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Board and Management Representation 
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Related to Board and Management Representation

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Representations Respecting Sub-Adviser The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • Consultant Representations The Consultant hereby represents and warrants to the Company that:

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Company’s Representations The Company hereby represents and warrants to the Employee that (i) the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

  • Representations Respecting Subadvisor The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Appointment of receivers and managers any administrative or other receiver is appointed anywhere of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Encumbrance over all or any part of the assets of any Security Party; or

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