Board Representations. (a) The Company will cause Exxxxx-Xxxxxxx Xxxxxxxxx, Gxx xx Xxxxxxx and Fxxxx X. Xxxxxxx or, subject to Section 3.2(e), such other substitute persons as may be designated by Shareholder, to be elected to the Board of Directors on the Closing Date. Thereafter, during the Standstill Period and subject to the further provisions hereof, the Company agrees to support the nomination of, and the Company's nominating committee (or any other committee exercising a similar function) shall recommend to the Board of Directors that (i) one Shareholder Designee, so long as Shareholder beneficially owns Voting Securities having Voting Power equal to or greater than five percent (5%) of the Total Voting Power and less than ten percent (10%) of the Total Voting Power, (ii) two Shareholder Designees, so long as Shareholder beneficially owns Voting Securities having Voting Power equal to or greater than ten percent (10%) of the Total Voting Power and less than fifteen percent (15%) of the Total Voting Power, and (iii) three Shareholder Designees, so long as Shareholder beneficially owns Voting Securities having Voting Power equal to or greater than fifteen percent (15%) of the Total Voting Power (collectively the "Beneficial Ownership Thresholds"), be included in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company commencing with the next annual meeting of shareholders. In the event that any of such designees shall cease to serve as a director for any reason, the Board of Directors shall fill the vacancy resulting thereby, subject to the terms of this Agreement, with a person designated by Shareholder (and such person shall be a "Shareholder Designee" for purposes hereof). Notwithstanding the foregoing, the Company shall not have any obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.2(a) to the extent any of the Beneficial Ownership Thresholds is met or exceeded by Shareholder as a result of its acquisition of beneficial ownership of Voting Securities after the date hereof (except for such acquisitions to the extent necessary to maintain Shareholder's beneficial ownership of Voting Securities solely to the extent such ownership has decreased as a result of the primary issuance of Voting Securities by the Company or sale by the Company of Voting Securities held in treasury prior to any such acquisition of...
Board Representations. Except for the rights, if any, of the Government as set forth in Paragraph 11.2, Board represents and warrants to Licensee that to the knowledge of MD Anderson’s designated office for technology commercialization (i) Board is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Exhibit A), (ii) Board has the right to grant licenses hereunder, and (iii) Board has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in this Agreement.
Board Representations. To induce Operator to enter into this Agreement, the Board represents and warrants to Operator as follows:
Board Representations. To induce Provider to enter into this Contract, the Board represents and warrants to Provider as follows:
(a) Payment of Provider’s Fee As complete compensation for the services provided by Provider under this Contract, the Board agrees, in accordance with ARTICLES VIII AND IX and ATTACHMENT D, to pay Provider’s Fee.
(b) Eligibility Rules The Board shall, in accordance with VA regulations and standards, establish eligibility rules for burial in the Veterans Cemetery.
Board Representations. The Investor shall be entitled to designate, at its option, either (i) one non-director delegate who shall be entitled to receive notice of and to attend all meetings of the Company's Board of Directors, as well as to receive all materials received by directors, but who shall not be a member of the Board of Directors, shall have no fiduciary duties to the Company, to the Board of Directors or stockholders of the Company and shall not be entitled to vote at meetings of the Board of Directors (an "Observer") or (ii) a designee that the Company agrees to use its best efforts to have the Company's Board of Directors nominate to serve on the Company's Board of Directors. Any Observer shall execute and deliver to the Company a copy of the Company's standard Proprietary Information and Nondisclosure Agreement as a condition to receiving the information provided for hereunder.
Board Representations. Process
(a) Payment of Provider’s Fee As complete compensation for the services provided by Provider under this Contract, the Board agrees, in accordance with Articles VIII and IX and Attachment D, to pay Provider’s Fee.
(b) Eligibility Rules The Board shall, in accordance with VA regulations and standards, establish eligibility rules for burial in the Veterans Cemetery.
Board Representations. The Board hereby represents, warrants, and covenants as follows as the basis for the undertakings on its part herein contained:
(a) That the Board: (i) was legally created and exists under the provisions of the IDB Act; (ii) has the power under the provisions of the IDB Act and the Uniformity Act to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder; and, (iii) has been duly authorized, by proper action, to execute, deliver and perform this Agreement and the Plan; and
(b) That the Project constitutes a “project” within the meaning of the IDB Act, and that the Board is entering into this Agreement, the Plan and the Note to aid in the funding of the Project to accomplish the public purposes of the IDB Act; and
(c) The Board will finance the costs incurred in the acquisition, construction and equipping of the Project in accordance with the terms and provisions hereof, and of the Plan, the Note and the Security Agreement, in order to induce and cause the Company to provide the Project, thereby maintaining and increasing employment opportunities, and furthering the welfare of the residents of the City and the County and of the State; and
(d) That the execution and delivery of this Agreement will be valid and binding on the Board and that neither the execution nor delivery of the foregoing documents, nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, will violate any applicable law or conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which the Board is now a party or by which it is bound; and
(e) That there is no action, suit, proceeding or, to the Board’s knowledge, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the Board’s knowledge, threatened against or affecting the Board or the Board’s property, wherein an unfavorable decision, ruling or finding would have a material, adverse effect on the validity or enforceability of this Agreement; and
(f) That the Board will not pledge the Available Increment from the Project other than to secure the Note.
Board Representations. (a) Parent shall be entitled to designate two people (the “Parent Representatives”) for election to the Board and the Company agrees, to the extent permitted by Law, to take such action as may be required under applicable Law (i) to include the Parent Representatives in any slate of nominees for Directors recommended by the Board for election by the stockholders of the Company and (ii) to use the same efforts to cause the election of the Parent Representatives to the Board as the Company uses with respect to the Company’s other nominees for Directors, including nominating such individuals to be elected as Directors; provided that such Parent Representatives must be either (A) senior executive officers of Parent at the time of their designation hereunder or (B) other people reasonably satisfactory to the Company at the time of their designation hereunder; and provided further that if subsequent to the Company’s 2003 annual meeting of stockholders
(x) the Retained Stock (including the SAILS Stock) owned by members of the Parent Group represents less than 5% of the total voting power of the Company’s outstanding Voting Securities or the Retained Stock (excluding the SAILS Stock) represents less than 5% of the total voting power of the Company’s Voting Securities outstanding on August 17, 2001 and
(y) all of the members of the Parent Group, in the aggregate, own
(i) at least 1.5 million shares [3.0 million shares after giving effect to the two-for-one stock split effective June 22, 2001 (on a “post-split basis”)] of Retained Stock (excluding the SAILS Stock) or
(ii) Common Stock (including, without limitation, Retained Stock, SAILS Stock and Trust Stock and, during the period referred to in clause (y) of the definition of Trust Recovery Amount, increased by the Trust Recovery Amount) representing at least 14.9% of the Common Stock outstanding as of April 25, 2003 or as of the date of determination, whichever is less, and the number of shares of Common Stock so owned (excluding SAILS Stock and Trust Stock) is at least equal to one million [two million on a post-split basis] minus the Trust Recovery Amount the number of Parent Representatives shall be reduced to one (who must be the Chief Executive Officer of Parent at the time of his designation or another person satisfactory to the Company at the time of his designation), and if all of the members of the Parent Group, in the aggregate, own less than 1.5 million shares [3 million shares on a post-split basis] o...
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Board Representations. Promptly upon the purchase of shares of Common Stock pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and the rule and regulations promulgated thereunder, representation on the Board of Directors equal to the product of (a) the total number of directors on the Board of Directors and (b) the percentage that the number of shares of Common Stock purchased by Parent bears to the number of shares of Common Stock outstanding, and the Company shall, upon request by Parent, promptly increase the size of the Board of Directors and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors and shall cause Parent's designees to be so elected. The Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 7.12 and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders such information with respect to the Company and its officers and directors as is required by Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 7.12. Parent will supply to the Company in writing and be solely responsible for any information
