Board Role Sample Clauses

Board Role. The parties may agree to settle any issue in a proceeding, but the Board is not a party to the settle- ment and may independently deter- mine any question of jurisdiction, xxx- entability, or Office practice.
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Board Role. Consultant shall continue as a member of the Board (subject to any removal or election procedures provided in the Company’s By-Laws or Articles of Incorporation or as otherwise provided by law) during the term of this Agreement, but shall not be entitled to any Board fees during such period. Upon termination of this Agreement and Consultant’s Services hereunder, other than termination by the Company for cause, Consultant shall continue as a member of the Board subject to any removal or election procedures provided in the Company’s By-Laws or Articles of Incorporation or as otherwise provided by law. Following termination of the Agreement (other than by the Company for Cause), Consultant shall be entitled to any annual equity grant(s) made to the other independent members of the Board that occurred during the term of this Agreement, provided that such grant(s) shall be reduced ratably to reflect the period of time that this Agreement was in effect during the period covered by the grant(s). In the event that this Agreement is terminated for cause, Consultant agrees to immediately tender his resignation from the Board and from any boards of directors of the Company’s affiliates upon which he is a member, as well as from any board (or similar body performing governance functions) of any trade organization upon which he served by virtue of his relationship with the Company.
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Board Role. (a) The Board, on the recommendation of the Committee or of its own volition, shall determine and designate from time to time the individuals to whom Awards shall be made, the amounts of the Awards and the other terms and conditions of the Awards. The Board may delegate this authority as it sees fit, including as set forth in Section 3.3.
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Board Role. Executive shall initially continue to serve as a director of the Company. Executive agrees to promptly resign as a director of the Company if properly terminated for Cause (as defined in Section 12.1 of this Agreement) pursuant to the terms of this Agreement.
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Board Role. For greater certainty, termination of the Executive’s employment role is independent of his role on the Board of Directors or its Strategic Planning Committee.
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Board Role. In connection with your continuing role as Director of the Company, the Board may request that you engage in activities on behalf of the Company beyond your Board responsibilities. Any compensation to be paid to you for the performance of such activities will be agreed by you and the Board. While you remain on the Board, you shall not accept employment of any kind with any person or entity that is a direct competitor of the Company, unless otherwise agreed in advance by the Company in writing. For the avoidance of doubt, nothing herein shall preclude you from accepting employment with any person or entity that is not a direct competitor of the Company.
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Related to Board Role

  • Board Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, as an officer and director of the Company and all of its subsidiaries and affiliates.

  • Board Rights The Board, on its own behalf and on behalf of the electors of the District, hereby retains and reserves unto itself without limitation, all powers, rights, authority, duties and responsibilities conferred upon it and vested in it by the laws and Constitution of the State of Michigan and of the United States, including but without limiting the generality of the foregoing but not in conflict with the conditions of this Agreement, the right:

  • Board Resolutions The Company shall have received resolutions duly adopted by Pubco’s Board of Directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

  • Board Resolution The term “

  • Board Recommendations (a) In connection with the Merger and the Stockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the Company Stockholders to vote in favor of the approval of the Merger Agreement and the Merger and use all commercially reasonable efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) otherwise comply with the legal requirements applicable to such meeting.

  • 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.

  • Directors, Officers and Employees The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

  • Board Representation Promptly upon the purchase by Acquisition Sub of Shares pursuant to the Offer and from time to time thereafter, Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall upon request by Parent, subject to the provisions of Section 1.3(b), promptly either increase the size of the Board (and shall, if necessary, amend the Company's by-laws to permit such an increase) or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Board and shall cause Parent designees to be so elected; provided, that, at all times prior to the Effective Time, the Company's Board shall include at least two members who are not designees of Parent. Promptly upon request by Parent, the Company will, subject to the provisions of Section 1.3(b), use its reasonable best efforts to cause persons designated by Parent to constitute the same percentage as the number of Parent's designees to the Board bears to the total number of directors on the Board on (i) each committee of the Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Parent and (iii) each committee of each such board or body.

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