Board of Directors – Lender Representation Sample Clauses

Board of Directors – Lender Representation. The Lender shall, so long as the Credit Facility remains outstanding, be entitled to have one individual who is reasonably acceptable to the Borrower serve as a representative (the “Lender Representative”) to attend and participate (but not vote) at meetings (in person and teleconference) of the Board of Directors for the Borrower and any committee thereof including any advisory committee, which is formally constituted by the Board of Directors for the Borrower (each, a “Committee”) and convened or called at any time hereafter. If the Board of Directors or any Committee determines in good faith that the exclusion of the Lender Representative from any meeting or portion thereof or the withholding of any information or materials from the Lender Representative is reasonably necessary to (i) in the good-faith advice of legal counsel, preserve the attorney-client privilege of the Loan Parties with respect to a matter that, if disclosed to the Lender Representative, would jeopardize a Loan Party’s claim of privilege with respect to such matter, or (ii) avoid a conflict of interest, then the Borrower will have the right to exclude the Lender Representative from those portions of any such meeting or withhold those portions of information or materials from the Lender Representative; provided, however, that in any event, the Lender Representative shall receive notice of (A) the occurrence of such meeting at the same time as the Board of Directors of Borrower and (B) the exclusion of such materials (but not the substance thereof). The Lender Representative shall be sent notices of meetings of the Board of Directors of the Borrower and the Committees and provided with copies of all other materials provided to the Board of Directors and the Committees including material relating to financial performance review, business proposals and budgets of the Borrower, at the same time as such documents are sent to the Board of Directors and members of the Committees. The Lender Representative shall also receive copies of minutes of all meetings of the Board of Directors of the Borrower and the Committees and of all resolutions passed by the Board of Directors and the Director Committees promptly following such meetings being held or resolutions being passed, as the case may be. The Lender Representative shall not be entitled to receive director fees or other additional compensation unless otherwise agreed to by the Borrower (e.g. for special projects or initiatives) nor shall th...
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Board of Directors – Lender Representation. 8.5.1 So long as any Obligations in excess of $1,000,000 remain outstanding, the Lender shall, at the Lender's option, have the right to appoint one (1) individual as a non-voting observer to the Board (a "Lender Representative"). Subject to the terms of the Board Observer Agreement, the Lender Representative shall be sent notices of and be entitled to attend all meetings of the Board and any committee of the Board, and to receive all documents and information provided to the members of the Board or its committees at the same time such documents and information are sent to such members. 8.5.2 The Lender Representative shall not be entitled to receive director fees or other additional compensation unless otherwise agreed to by the Borrower, in its sole discretion. 8.5.3 In connection with its appointment as a board observer, the Lender shall enter into a customary form of board observer agreement, substantially in the form attached as Exhibit C which shall include, among others, customary confidentiality and non-disclosure covenants (the "Board Observer Agreement") and the Lender Representative shall not be sent notices of or be entitled to attend meetings of the Board or any committee of the Board nor be provided with any other information required to be provided pursuant to this Section 8.5 until such time as the Board Observer Agreement has been executed.
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Related to Board of Directors – Lender Representation

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

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Nurse Representatives & Grievance Committee (a) The Hospital agrees to recognize Association representatives to be elected or appointed from amongst nurses in the bargaining unit for the purpose of dealing with Association business as provided in this Collective Agreement. The number of representatives and the areas which they represent are set out in the Appendix of Local Provisions. (b) The Hospital will recognize a Grievance Committee, one of whom shall be chair. This committee shall operate and conduct itself in accordance with the provisions of the Collective Agreement and the number of nurses on the Grievance Committee is set out in the Appendix of Local Provisions. (c) It is agreed that Union representatives and members of the Grievance Committee have their regular duties and responsibilities to perform for the Hospital and shall not leave their regular duties without first obtaining permission from their immediate supervisor. Such permission shall not be unreasonably withheld. If, in the performance of their duties, a union representative or member of the Grievance Committee is required to enter a unit within the hospital in which they are not ordinarily employed they shall, immediately upon entering such unit, report their presence to the supervisor or nurse in charge, as the case may be. When resuming their regular duties and responsibilities, such representatives shall again report to their immediate supervisor. The Hospital agrees to pay for all time spent during their regular hours by such representatives hereunder.

  • 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.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

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