Board Provisions Sample Clauses

Board Provisions. (a) For so long as the Purchaser owns at least a majority of the Preferred Shares originally purchased by it (or is the beneficial owner of at least 5% of the Company’s Common Stock), the Purchaser shall have the right, to appoint one individual as a non-voting observer to the Board (the “Board Observer”). The Board Observer shall be entitled to attend meetings of the Board and to receive all information provided to the members of the Board; provided, however, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; (ii) the Company may withhold information or materials from the Board Observer and exclude such Board Observer from any meeting or portion thereof if (as determined by the Board in good faith) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Company and its counsel, or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another person; and (iii) the Board Observer shall be subject to the same obligations as directors of the Board with respect to confidentiality, conflicts of interest and misappropriation of corporate opportunities (and shall provide, prior to attending any meetings or receiving any information or materials, such agreements, undertakings or assurances to such effect as may be requested by the Company). On or after June 30, 2021, to the extent the holders of the Preferred Stock have the right to elect a member of the Board pursuant to the Certificate of Designation, that right shall be exercised solely by the Purchaser (but only for so long as the Purchaser is the beneficial owner of either at least 5% of the Company’s Common Stock or a majority of the Preferred Shares issued pursuant to this Agreement). In the event that the holders of the Preferred Stock are not permitted to elect an individual to serve on the Board pursuant to the Certificate of Designation or pursuant to this Agreement, then the Purchaser shall promptly cause the individual elected to the Board to offer his or her resignation to the Board. Notwithstanding the foregoing, on or after June 30, 2021, in the event that the holders of the Preferred Stock are not permitted to elect an individual to serve on the Board pursuant to the Certificate of Designa...
Sample 1
Board Provisions. (a) The Company further agrees that, as of the Closing Date:
Sample 1
Board Provisions. On or following the date hereof, the Purchaser may nominate one individual (the “Purchaser Nominee”) to serve on the Board at any time. The Purchaser Nominee shall provide the Company with all reasonably required information to support the Company’s disclosure requirements, including customary governance questionnaires (the “Nominee Information”). The Company shall, promptly after receipt of the Nominee Information, take such actions as are necessary to appoint or elect the Purchaser Nominee to the Board, by either increasing the size of the Board or having an existing director resign from the Board, in each case, to fill such newly created vacancy, and thereafter, to ensure that for so long as the Purchaser is the beneficial owner of at least 10% of the Company’s issued and outstanding Common Stock, (a) nominate the Purchaser Nominee for election to the Board at each election where the Purchaser Nominee is up for election or the Purchaser Nominee is not a member of the Board, and (b) recommend the Purchaser Nominee to the stockholders of the Company at each election when the Purchaser Nominee has been nominated for election; provided, that, (i) no director appointed or elected to the Board pursuant to this Section may be removed from office unless either (x) approved by the stockholders of the Company, or (y) such removal is directed or approved by the Purchaser, and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to this Section shall be filled pursuant to the provisions of this Section, subject to stockholder approval. Purchaser acknowledges that any Purchaser Nominee will periodically come into possession of material, nonpublic information in connection with his or her service on the Board, and that in connection with its receipt of material nonpublic information, any Purchaser Nominee shall be subject to applicable Company policies and applicable federal and state laws, rules and regulations.
Sample 1

Related to Board Provisions

  • Standard Provisions Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Xxxxxx, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Xxxxxx. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.  Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following:  Name as Additional Insured the City of Xxxxxx, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Xxxxxx, its officials, agents, employees, and volunteers.

  • Void Provisions If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

  • REQUIRED PROVISIONS (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.

  • Invalid Provisions If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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