Buyer Directors Sample Clauses

Buyer Directors. The Buyer shall take all necessary actions to ensure that upon the completion of the Arrangement the Buyer Board will be reconstituted such that the Buyer Board will be comprised solely of the (i) Company Nominees; (ii) Buyer Nominees; and (iii)
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Buyer Directors. Subject to Section 5.05, for so long as Buyer (together with its Affiliates) owns a number of Shares equal to or greater than the number of Shares purchased from Cyber Net, Buyer shall be entitled to designate for election to the Board of Directors the following number of the Corporation's directors (the "Buyer Directors"):
Sample 1Sample 2
Buyer Directors. (a) From and after the date hereof, for so long as Buyer Owns more than fifty percent (50%) of the outstanding voting securities of the Company, Buyer shall from time to time be entitled to nominate for election to the Board the smallest number of directors that is a majority of the Board. For so long as Buyer Owns ten percent (10%) or more but less than or equal to fifty percent (50%) of the outstanding voting securities of the Company, Buyer shall from time to time be entitled to nominate for election to the Board a number of directors to the Board equal to the total number of directors on the Board multiplied by the percentage of the Company's outstanding voting securities Owned by Buyer; provided, that such number shall be rounded to the nearest whole number. For the purposes of this Section 2.2, the percentage of voting securities Owned by Buyer shall be calculated pursuant to Section 13(d)(4) of the Exchange Act and the rules promulgated thereunder. (b) None of the Buyer Directors shall be an officer, employee or director of any member of the Norilsk Nickel Group. (c) Certain Buyer Directors shall meet the Independence Requirements (those Buyer Directors which meet the Independence Requirements, the "Buyer Independent Directors"). The minimum number of Buyer Independent Directors required to be on the Board shall be determined pursuant to the following formula: X= Y-Z X= the number of Buyer Independent Directors required to be on the Board Y= the smallest number that constitutes a majority of the Board Z= the number of Public Directors required to be on the Board pursuant to Section 2.3(a) In connection with nomination or election of any Buyer Director, Buyer shall provide the Company with such true and correct background information regarding such director as may be required under Section 14(a) of the Exchange Act and other applicable Law. If there shall be any vacancy with respect to any Buyer Director position due to the death, resignation or removal of any Buyer Director, increase in the size of the Board, or otherwise, Buyer shall select a person or persons to fill such vacancy and, subject to the last sentence of this Section 2.2(c), take such actions as may be necessary to cause such person or persons to be elected to the Board. If it is determined that any incumbent Buyer Director shall not stand for re-election at any annual meeting of the Company's stockholders, Buyer shall designate the person who shall be nominated to be elected as a Buye...
Sample 1Sample 2
Buyer Directors. 4 2.3 Public Directors..................................................5 2.4 Committees........................................................6 2.5
Sample 1
Buyer Directors. (A) The HMTF Group (as defined below), shall be entitled to designate for election to the Corporation's Board of Directors two people (the "Buyer Directors"), for so long as members of the HMTF Group own either (i) 50% or more of the Preferred Shares issued to members of the HMTF Group on the Closing Date under this Agreement (together, with any equity securities into which such shares are exchanged or converted, the "HMTF Issued Series A Preferred Shares"), (ii) an amount of Common Stock issued upon conversion of 50% or more of the HMTF Issued Series A Preferred Shares or (iii) any combination of the HMTF Issued Series A Preferred Shares and Common Stock issued upon conversion of HMTF Issued Series A Preferred Shares that, if taken together, would represent (if all HMTF Issued Series A Preferred Shares were converted) an amount of Common Stock issuable upon conversion of 50% or more of the HMTF Issued Series A Preferred Shares, and (B) the HMTF Group shall be entitled to designate for election to the Corporation's Board of Directors one person (a "Buyer Director"), for so long as members of the HMTF Group own either (i) 25% or more of (but less than 50% of) the HMTF Issued Series A Preferred Shares, (ii) an amount of Common Stock issued upon conversion of 25% or more (but less than 50% of) the HMTF Issued Series A Preferred Shares or (iii) any combination of HMTF Issued Series A Preferred Shares and Common Stock issued upon conversion of HMTF Issued Series A Preferred Shares that, if taken together, would represent (if all HMTF Issued Series A Preferred Shares were converted) an amount of Common Stock issuable upon conversion of 25% or more of (but less than 50% of) the HMTF Issued Series A Preferred Shares; provided, however, that the right to designate the Buyer Director or Directors under this Section 5.07 shall be suspended at any time that the HMTF Group holds Preferred Shares and has the right to elect one person or two persons, as applicable, to the Board of Directors under the terms of the Preferred Shares set forth in the Certificate of Designation. In the event the HMTF Group is entitled under this Section 5.07 to designate a Buyer Director or the Buyer Directors for election to the Corporation's Board of Directors and elects to have the Board of Directors appoint a Buyer Director or the Buyer Directors, it shall so notify the Corporation in writing and the Corporation shall (a) increase the size of the Board of Directors by one or two, as appli...
Sample 1
Buyer Directors. The parties shall take all action necessary (including, to the extent necessary, procuring the resignation or removal of any directors on the Buyer Board immediately prior to the Effective Time) so that, as of immediately after the Effective Time, the number of directors that comprise the full Buyer Board shall be five (5), and such Board of Directors shall immediately after the Effective Time initially consist of the individuals listed in Schedule 1.8, who shall serve in such capacity in accordance with the terms of the governing documents of Buyer following the Closing.
Sample 1
AutoNDA by SimpleDocs
Buyer Directors. Two representatives of the Buyer have been appointed as directors of the PMF Master Fund.
Sample 1

Related to Buyer Directors

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • No Personal Liability of Directors, Officers Employees and Stockholders No director, officer, employee or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!