Company's Board of Directors. The composition of the Company's Board of Directors (including one independent director) shall be reasonably acceptable to the Agent.
Company's Board of Directors. The composition of the Company's Board of Directors (including two independent directors) shall be reasonably acceptable to BAFC, the Letter of Credit Agent and the Administrative Agent.
Company's Board of Directors. (a) Upon the written request of the Nominating Committee of the Company's Board of Directors ("Nominating Committee"), the Stockholder will use all reasonable efforts to cause any Director who is a designee of the Stockholder to resign effective as of the Offering Closing Date.
(b) From the Offering Closing until the later of (i) the consummation of the Option Closing with respect to the Fourth Installment and (ii) the Company's cure of any then existing default of its obligations under Section 3.1 hereof (the "Protected Period"), the Company will use all reasonable efforts to cause the Nominating Committee to recommend for election as a Director, at each annual election of Directors, a person designated by the Company who is then a member of the Stockholder's Board of Directors but not an officer or employee, or former officer or employee, of the Stockholder ("Designated Director"), provided, however, that Gaynxx X. Xxxxxx xxxl be the Designated Director for so long as he is a member of the Stockholder's Board of Directors, further provided that if during the Protected Period, the Designated Director ceases to serve as a Director for any reason, the Company will use all reasonable efforts to cause the vacancy created thereby to be filled by another Designated Director. Notwithstanding the foregoing, if the Put and Call installments for the Exercise Period ending December 31, 1998 expire unexercised, the Protected Period will terminate at the Company's 1999 Annual Meeting of Stockholders unless the Company is then in default of its obligations under Section 3.1 hereof, in which case the Protected Period will terminate upon the cure of such default.
(c) The Company shall honor the Indemnification Agreements between the Company and each of Messrs. Corbo, Elliott, Gossxxx xxx Kellxx xxx shall indemnify each of them in accordance with the terms of such agreements.
Company's Board of Directors. The Company will maintain a professional board of directors that will at all times include at least two outside directors. The Company shall appoint two individuals recommended by Representatives to the Company's Board of Directors which recommendation shall be made by Representatives after the Closing Date.
Company's Board of Directors. Each of BEC's and CES's Boards of Trustees shall take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to consist of 20 members, with 11 members to be selected by BEC and nine members to be selected by CES. The initial designation of such directors among the three classes of the Board of Directors of the Company shall be agreed between BEC and CES, the designees of each party to be divided as proportionally as is feasible among such classes; provided, however, that if, prior to the Effective Time, any of such designee shall decline or be unable to serve, the party hereto that designated such person shall designate another person to serve in such person's stead. At the Effective Time, the Board of Directors of the Company shall have such number of standing committees, with such names and functions as shall be agreed upon by BEC and CES prior to the Effective Time. CES shall have the right to designate two members of the Executive Committee, one of whom shall be the Chairman of the Board of CES on the Effective Date who shall be the Chairman of the Executive Committee.
Company's Board of Directors. The Company shall, at the next meeting of Company shareholders and in accordance with the Company’s bylaws, nominate Jxxx Xxxxxxx to the Company’s Board of Directors for election by the Company’s shareholders;
Company's Board of Directors. The Company shall take all steps necessary to add the following individuals to its board of directors: (a) Mr. John Shoch, or another xxxxxx xxxxxxable to the current directors of the Company designated by Alloy Ventures 2002, LLC, as of the date of the next annual stockholder meeting and (b) one individual as of the Closing Date acceptable to the current directors of the Company designated jointly by Special Situations Fund III, L.P., Special Situations Fund Cayman, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Technology Fund, L.P.
Company's Board of Directors. The Company, at the option of its Board of Directors, may redeem in whole or in part the Shares on the first Dividend Payment Date that is at least five (5) years from the date of issuance of such Shares or on any Dividend Payment Date thereafter, at a redemption price of $1,000 per Share plus dividends that have been declared but not paid, but without accumulation of any undeclared dividends. You should carefully review Section 6 of the Designation Certificate for a complete description of the Company’s right to redeem the Shares. The Company’s ability to pay dividends is conditional upon the extent to which it has distributable funds in respect of any financial year, which will be affected by its financial condition. If the Company’s financial condition were to deteriorate, you might not receive any dividends on the Shares. If the Company liquidates, dissolves or winds up, you could lose all or part of your investment. If the Company is wound-up or liquidated, voluntarily or involuntarily, you will not be entitled to receive any liquidation preference on the Shares until after the claims of all of the Company’s creditors have been satisfied. If the Company does not have sufficient assets at the time of liquidation to satisfy those claims, you will not receive any liquidation preference on the Shares. There is no limitation on the Company’s ability to issue debt or equity securities in the future that would rank equal or senior in liquidation to the Shares. The Shares do not have a maturity or mandatory final redemption date and investors will have no right to compel redemption of the Shares. Although the Company may redeem Shares in accordance with their terms, the Company has no obligation to do so. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom. Therefore, you should be aware that you may be required to bear the financial risks of an investment in the Shares for an indefinite period of time.
Company's Board of Directors. The Employee shall also perform such other duties as are customarily performed by one holding such position in other, same or similar businesses as that engaged in by the Employer.
Company's Board of Directors. 5.1 It is agreed that as of the date of signing this Agreement, the division of directors in the Company will be as follows: TAT will appoint 3 directors on its behalf and Bental will appoint 2 directors on its behalf.
5.2 As long as Bental holds not less than 24% of the Company's issued and paid share capital, Bental will be entitled to appoint 2 directors on its behalf. If Bental's rate of holdings will decrease to less than 24% of the Company's issued and paid share capital, but will be more than 10% of the Company's issued and paid share capital, Bental will be entitled to appoint one director on its behalf.
5.3 Legal quorum for meetings of the Board will be three directors, provided that at least one director appointed by Bental is present. In lack of legal quorum as aforesaid, a postponed meeting will be held two business days after the date scheduled for the postponed meeting, and despite the aforesaid, in such meeting, any two Company directors will form legal quorum.
5.4 Decisions by the Board will be made by regular majority of the directors present in the deliberation for vote. The chairman of the Board will not be entitled to additional or decisive voting rights.
5.5 The Company's Executive Director, by virtue of his position as such, will be invited to each Board meeting and will be entitled to express his opinion to the Board as well as suggest matters for the agenda, but will not participate in votes by the Board.
5.6 The parties agree that if the Company will decide to establish any Board committees, including a Board committee for electing the Company's Executive Director, then the composition of members in such committees as said, will be in relative proportion to the composition of the Board, so that Bental will be represented in such committees as long as Bental is entitled to appoint director/s. If the Company will decide not to establish a Board committee for electing the Company's Executive Director, the decision as said will be made by the Company's Board with the presence of Bental's representatives.
5.7 The provisions of this clause 5 will apply with the required modifications to subsidiaries controlled by the Company.
