Board of Director Representation Sample Clauses

Board of Director Representation. As soon as practicable after the Closing, the Company's board will be expanded to include three directors to be nominated by the Purchaser. Thereafter, so long as the Purchaser continues to hold the Shares or Conversion Shares, the Purchaser, or any party to which the Purchaser has transferred its rights under this Agreement, or this Section 6.2, shall have the right to have three representatives sitting as directors on the board.
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Board of Director Representation. Subject, in each case, to all fiduciary duties applicable to the Board of Directors, all committees thereof, all Directors (however nominated, designated, appointed or elected), and the Purchaser, and subject to applicable Law and the applicable rules of the NYSE:
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Board of Director Representation. At the Closing, the Company agrees that its Board of Directors shall consist of five (5) members, of which the Purchaser shall have the right to appoint two (2) members, to serve for so long as the Purchaser owns at least 10% of the issued and outstanding shares of the Company. The other three (3) members of the Board of Directors shall be Donaxx X. Xxxxxxxxxxxx, Xxesident, Chief Executive Officer and Chairman of the Board, and those persons appointed by him, as they may be changed from time to time. At the Closing, the Purchaser, the Company and Donaxx X. Xxxxxxxxxxxx xxxll enter into a Voting Agreement in the form attached as Exhibit 3.5 hereto.
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Board of Director Representation. Subject in each case to all fiduciary duties applicable to the Board of Directors, all committees thereof, all Directors (however nominated, designated, appointed or elected) and the Purchasers:
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Board of Director Representation. 5 3F. Additional Issuances of Class B Common . . . . . . . . . . . . 6
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Board of Director Representation. (i) At or any time after the Conversion time (as defined in the Charter Amendment), as a result of which the Purchaser, as the holder of Class B Common Stock, shall no longer be entitled to elect a member of the Company's Board of Directors pursuant to the Charter Amendment, and upon the Company's request, the Purchaser shall take all necessary and desirable actions within its control to cause the director elected by the holders of Class B Common Stock pursuant to the Charter Amendment to resign immediately from the Company's Board of Directors. Subject to the preceding sentence and the Charter Amendment, from and after the Conversion Time and notwithstanding the conversion of all Class B Common Stock into Class A Common at such time pursuant to the Charter Amendment, if and as long as (i) the Trademark Agreement is in full force and effect and the Purchaser is not in default thereunder, and (ii) the Purchaser has not transferred or otherwise disposed of any of the Class B Common Stock purchased hereunder (including any shares of Class A Common received upon conversion of such Class B Common Stock), each Stockholder shall vote all of his shares of Class A Common and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, member of the Board of Directors (the "Board"), member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) consistent with applicable fiduciary duties, and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), consistent with applicable fiduciary duties, so that one of the Principals (or another person acceptable to the Company), as designated by the Purchaser from time to time, shall be elected and be entitled to serve on the Company's Board of Directors.
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Related to Board of Director Representation

  • Company Board Representation Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

  • Board Representation The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

  • Notice of Change in Board of Directors With reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Holdings or Company;

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • 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.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

  • The Board of Trustees of the Fund shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications.

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