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 upon the Closing. 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.
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. 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 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. Manager agrees to provide services to the Companies as an independent member of each of the Boards and attend all regularly scheduled Board and Board committee meetings. It is expected that Manager will serve in the same capacity on each Board. For example, if a Manager is the chair of the Audit Committee of Cleco Power LLC, s/he will also be the chair of the Audit Committee of the other two companies as well. In addition, Manager shall, for so long as s/he remains a member of the Boards, meet with the Companies upon request, at dates and times mutually agreeable to Manager and the Companies, to discuss any matter involving the Companies, which involves or may involve issues of which Manager has knowledge and cooperate in the review, defense or prosecution of such matters. Manager acknowledges and agrees that the Companies may rely upon Manager’s business expertise and that such requests may require additional time and efforts in addition to Manager’s regularly scheduled meetings as a member of the Boards. Manager represents and warrants that the services to be performed under this Agreement shall be carried out in a competent and professional manner, and that s/he shall exercise due skill and care in the performance of her/his duties. The Boards are expected to meet approximately four to six times per year and the Manager should expect to participate in a reasonable number of telephonic meetings as required. Manager will notify the Companies promptly if s/he is subpoenaed or otherwise served with legal process in any matter involving the Companies. Manager will notify the Companies if any third party or attorney who is not representing the Companies contacts or attempts to contact Manager (other than Manager’s own legal counsel) to obtain information that in any way relates to the Companies, and Manager will not discuss any of these matters with any such third party or attorney without first so notifying the Companies and providing the Companies with an opportunity to have its attorney present during any meeting or conversation with any such other attorney.
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. 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 a Director, Xxxxxx will act solely on behalf of Company. Xxxxxx shall strive to attend all meetings of the Board, to discuss any matter involving the Company, which involves or may involve issues of which Xxxxxx has knowledge and cooperate in the review, defense or prosecution of such matters.
Board Duties. Notwithstanding the foregoing, nothing in this Agreement shall limit, restrict or otherwise affect any actions taken in compliance with the Merger Agreement by any person affiliated with any Principal Stockholder in his or her capacity as a member of the Board of Directors of the Company or any committee thereof.
