Board of Directors Representation. (a) Effective upon the acceptance for payment of, and payment for, any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such Rule.
Board of Directors Representation. In the event the Series C Closing shall occur and BTC does not commit to purchase at least 50% of the Series C Shares not subscribed for in the Rights Offering exclusive of shares subscribed for by WCI and BTC, then BTC shall cause one of the persons designated by BTC pursuant to Section 3.1(i) to serve on the Board of Directors of the Company to resign, WCI shall designate a replacement and BTC shall cause the other Directors designated by BTC to vote in favor of such replacement. In the event the Series C Closing shall occur and BTC commits to purchase at least 50% of the Series C Shares, and WCI does not purchase at least 50% of the Series C Shares not subscribed for in the Rights Offering exclusive of shares subscribed for by WCI and BTC, then WCI shall cause one of the persons designated by WCI pursuant to Section 3.1(i) to serve on the Board of Directors of the Company to resign, BTC shall designate a replacement and WCI shall cause the other directors designated by WCI to vote in favor of such replacement.
Board of Directors Representation. On or before the Series B and Convertible Notes Closing Date, Messrs. Bassin, Hochman, Marx, Newman, Xxxxxx and Xxxxx shall have resigned (effective upon the designation of their successors) from the Board of Directors of the Company, and there shall have been elected and qualified pursuant to the By-laws of the Company as successor directors to such resigning directors on the Board of Directors of the Company four persons designated by WCI and two persons designated by BTC, such persons to be in addition to existing designees of BTC and WCI serving on the Board of Directors.
Board of Directors Representation. (a) Effective as of the date hereof, the Stockholders and the Company shall use their reasonable best efforts to cause the Board of Directors to be comprised of nine directors of whom:
Board of Directors Representation. For the term of employment, the Employee shall have the right to serve as Chairman of the Company's Board of Directors (to eventually be at least seven Directors), and shall have the right to suggest to the Board other outside Directors for the Company to consider as candidates for its Board. This right to Board representation shall survive any initial sale of the Company to GTR, with the right extending to New Co.'s Board.
Board of Directors Representation. 10 5.3 INCREASED BOARD OF DIRECTORS REPRESENTATION ARISING FROM INTEREST NON-PAYMENT .......................................11 SECTION 6. NEGATIVE COVENANTS OF THE COMPANIES.........................11 6.1 INDEBTEDNESS................................................12
Board of Directors Representation. From and after the date hereof until the Obligations are repaid in full, the Requisite Holders shall have the right to Designate, upon written notice to Inland, either (a) one member to each Board of Directors and one observer entitled to receive all notices and distributions to members of each Board of Directors and to attend all meetings thereof (including committees thereof) (an "OBSERVER") or (b) one or two Observers to each Board of Directors. Any such person Designated by the Requisite Holders that is elected to any Board of Directors pursuant to this SECTION 5.2 shall have a term that automatically expires at such time as the Obligations have been repaid in full. Only one member of each Board of Directors (whether serving on the board of directors of Inland or any Subsidiary) so Designated by the Requisite Holders pursuant to this SECTION 5.2, as long as such Designated member is an independent member (I.E., not an employee or Affiliate of TCW or an employee or Affiliate of such Affiliate), shall be entitled to receive compensation, and only one Designated member of each Board of Directors and one Observer shall be entitled to receive reimbursement of reasonable travel and other expenses as provided in the Shareholders Agreement.
Board of Directors Representation. The Board of Directors of Buyer shall initially consist of nine (9) members, three (3) of which shall have been designated by Sellers. At such time as the Board of Directors of Buyer consists of six (6) or less members, then Sellers shall be entitled to designate two (2) members.
Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx and its Affiliates hold not less than a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign 6 <PAGE> from the Board and to ensure that the individual designated for election by the other party is elected to the Board. 5.2
Board of Directors Representation. The Company hereby agrees that for so long as Invemed or any of its executive officers or directors are the registered and beneficial owners of any Securities and prior to redemption of all outstanding 1996 Preferred Stock, the Company will nominate and use its best efforts to cause to be elected one designated representative of Invemed to serve on the Company's Board of Directors. If Invemed does not specify a nominee to the Company within 30 days of the Closing, Invemed shall return to the Company Invemed Warrants to purchase 250,000 shares of Common Stock.
