Board Duties. Director agrees to provide services to the Company as a member of the Board of Directors. Director shall, for so long as he remains a member of the Board of Directors, but in any case, not less than one year from the date hereof, meet with the Company upon written request, at dates and times mutually agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters. Director acknowledges and agrees that the Company may rely upon Director’s expertise in product development, marketing or other business disciplines where Director has a deep understanding with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors. Director will notify the Company promptly if he is subpoenaed or otherwise served with legal process in any matter involving the Company or its subsidiaries. Director will notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or its Subsidiaries, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney.
Board Duties. (a) Director agrees to provide services to the Company as a member of the Board of Directors as of the Effective Date. Director shall, for so long as he remains a member of the Board of Directors, meet with the other members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.
(b) Director understands that as a member of the Board of Directors he is bound by the duties of care, loyalty and good faith. As such, Director may not use Director’s position of trust and confidence to further Director’s private interests, Director must inform himself of all material information reasonably available before voting on a transaction and Director may act as a member of the Board of Directors only for the purpose of advancing the best interests of the Company and all of its stockholders, may not intentionally violate the law and may not consciously disregard Director’s duties to the Company (including any subsidiary) and its stockholders. Membership on the Board of Directors shall require adherence to board member conduct policies adopted by the Board of Directors and enforced equally upon all directors.
Board Duties. Candidate agrees to provide services to the Company as a member of the Company's Business Advisory Board. Candidate shall, for so long as he remains a member of the Business Advisory Board, meet with the Company upon written request, at dates and times mutually agreeable to Candidate and the Company, to discuss any matter involving the Company or its Subsidiaries
Board Duties. Director agrees to provide services to the Company as a member of the Board of Directors beginning on the Effective Date. Director shall, for so long as he remains a member of the Board of Directors, meet with the Company upon written request, at dates and times mutually agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters. Director acknowledges and agrees that the Company may rely upon Director’s expertise in technology, marketing or other business disciplines where Director has a deep understanding with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors. Director will notify the Company promptly if he is subpoenaed or otherwise served with legal process in any matter involving the Company or its subsidiaries. Director will notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or its Subsidiaries, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney.
Board Duties. In addition to those duties outlined briefly in Section 5.1 above, the Board may appoint a Chief Executive Officer and authorize such other positions as it shall deem necessary to conduct the work of the organization.
Board Duties. Notwithstanding the foregoing, no Holder makes any agreement or understanding herein in such person’s capacity (if any) as a director of the Company. Each Holder executes this Agreement solely in such person’s capacity as a stockholder of the Company and nothing herein shall limit, restrict or otherwise affect any actions taken or to be taken (or failure to act) in compliance with the Merger Agreement by any Holder in his or her capacity as a member of the Board of Directors of the Company or any committee thereof.
Board Duties. (a) Director agrees to provide services to the Company as a member of the Board of Directors. Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.
(b) Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof. Director may not use Director’s position of trust and confidence to further Director’s private interests. Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders. Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof. Director is not and will not be an employee of the Company.
Board Duties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any person affiliated with the Principal Shareholder from fulfilling his or her fiduciary duties as a member of the Board of Directors of the Company.
Board Duties. Xxxxxx agrees to provide services to the Company as a member of the Board. Xxxxxx will act loyally and in good faith to discharge the duties of Director, and will abide by all policies and decisions made by the Board, as well as all applicable federal, state and local laws, regulations or ordinances. In his capacity as Director, Xxxxxx will act solely on behalf of Company. Director shall strive to attend all meetings of the Board, to discuss any matter involving the Company, which involves or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters.
Board Duties. Director agrees to provide services to the Company as a member of the Board of Directors. Director shall, for so long as she remains a member of the Board of Directors (a) endeavor in good faith to attend such meetings of the Board of Directors as the Company shall schedule, provided that the Company shall endeavor in good faith to coordinate the date and time of each such meeting with the Director; (b) review such background materials as may be provided to the Director in preparation for any such meeting of the Board of Directors; (c) fulfill all fiduciary duties owed by the Director under applicable law; and (d) provide such other services as are customarily provided by directors of a corporation. In addition, pursuant to a separate advisory agreement between the Company and Director, Director shall not less than one year from the date hereof, meet with the Company upon written request, at dates and times mutually agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters. Director acknowledges and agrees that the Company may rely upon Director’s expertise in product development, marketing or other business disciplines where Director has a deep understanding with respect to the Company’s business operations and that such requests may require substantial additional time and efforts as an advisor in addition to Director’s customary service as a member of the Board of Directors. Director will notify the Company promptly if she is subpoenaed or otherwise served with legal process in any matter involving the Company or its subsidiaries. Director will notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or its Subsidiaries, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney.