Continuing Board Representation Sample Clauses

Continuing Board Representation. (a) Except as otherwise expressly provided by the provisions of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.2(b) for the applicable year; and provided further that the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or ...
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Continuing Board Representation. For so long as the Purchaser holds at least seventy five percent (75%) of the Shares purchased hereunder, the Company undertakes to nominate to the first available seat on the Board of Directors of the Company, a candidate put forward by the Purchaser; provided, however, that such candidate must meets all the necessary criteria required by the American Stock Exchange (the “AMEX”) and the SEC to qualify as “independent director” and must otherwise be reasonably acceptable to the Nominating Committee of the Board of Directors of the Company.
Sample 1
Continuing Board Representation. From and after the Effective Time, the Company shall not be required to nominate either Xxxxxxxxx or the Holdings Designee as a director of the Company nor maintain a Board seat for either Xxxxxxxxx or the Holdings Designee, except as otherwise set forth in Section 2.3(a) above. Xxxxxxxxx shall be subject to the same nomination and election process as other directors generally from and after the Effective Time.
Sample 1
Continuing Board Representation. As long as (i) ------------------------------- Xxxxx continues to be an officer of the Company, and (ii) Xxxxx (or her LLC) owns at least twenty percent (20%) of her (or her LLC's) Initial Shares, the LLCs or Principal Stockholders, as the case may be, may nominate Xxxxx for appointment to the Board and the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company for election to the Board to include Xxxxx. In the event Xxxxx ceases to serve as an officer of the Company, she shall immediately resign her directorship. In the event Xxxxx (or her LLC) sells more than eighty percent (80%) of her (or her LLC's) respective Initial Shares, she may continue to serve as a director until the expiration of her then current term.
Sample 1
Continuing Board Representation. From and after the Effective Time, the Company shall not be required to nominate either Fiondella or the Holdings Designee as a director of the Company nor xxxxxxxx a Board seat for either Fiondella or the Holdings Designee, except as otherwise set forth ix Xxxxxxx 2.3(a) above. Fiondella shall be subject to the same nomination and election prxxxxx xx other directors generally from and after the Effective Time.
Sample 1
Continuing Board Representation. Until the termination or expiration of the Consulting Agreement, OPS agrees that it will not take or recommend to its shareholders any action that would (i) cause the Board of Directors to consist of greater than ten (10) directors; provided that if a LLC Director resigns from the Board of Directors, OPS shall have the right to reduce the size of the Board of Directors to eliminate the vacancy or to fill the vacancy thereby created with a nominee approved by the Continuing Directors, or (ii) result in any amendment to the Bylaws of OPS in effect on the date hereof that would impose any qualifications on the eligibility of directors of OPS to serve on any committee of the Board of Directors, except as may be required by the then-current rules and regulations of the Nasdaq National Market (the "Nasdaq Rules"), the rules and regulations under the Internal Revenue Code of 1986, as amended, relating to the qualification of employee stock benefit plans and the deductibility of compensation paid to executive officers, the rules and regulations under Section 16(b) of the Exchange Act, including Rule 16b-3 thereunder or any successor rule, and OPS's Bylaws.
Sample 1
Continuing Board Representation. As long as the Holders, in the aggregate, own Stockholder Shares constituting at least 55% of the Initial Shares, the Stockholder may nominate the Stockholder Director for appointment to the Board and the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company for election to the Board to include the Stockholder Director.
Sample 1
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Continuing Board Representation. (a) Until the earlier to occur of (i) the date that the RIC Ownership Percentage is less than twenty percent (20%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1 below), LandAmerica agrees that, except as otherwise agreed to by a majority of the RIC Directors, LandAmerica will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than fourteen (14) directors divided into two (2) classes of five (5) directors each and one class of four (4) directors. At the time that the RIC Ownership Percentage is reduced to less than twenty percent (20%), LandAmerica may take such action as may be necessary to reduce the Board of Directors to twelve (12) directors, and at the time that the RIC Ownership Percentage is reduced to less than fifteen percent (15%), LandAmerica may take such action as may be necessary to reduce the Board of Directors to eleven (11)
Sample 1

Related to Continuing Board Representation

  • Board Representation (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Effectiveness of Representations; Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Buyer that:

  • UNION REPRESENTATION AND COMMITTEES (a) It is mutually agreed that where negotiations are conducted on a joint basis between any or all of the Nursing Homes in the Extendicare chain in the Province of Ontario, the Union will elect or otherwise select a negotiating committee consisting of one (1) representative from each Nursing Home. (b) If negotiations are carried on individually for any or all of the Nursing Homes in the Extendicare chain in the Province of Ontario, it is agreed that the Union will elect or otherwise select a negotiating committee consisting of up to two (2) employees from the full-time bargaining unit, and two (2) employees from the part-time bargaining unit, one (1) of which shall be the Union Chairperson. (c) All members of the committee shall be regular employees of the Employer who have completed their probationary period. (d) The Nursing Home members of the Committee will be paid by the Employer for time used during normally scheduled working hours in negotiation of this Agreement or its successor including all conciliation proceedings but excluding any Arbitration proceedings. Employees on the evening and night shift shall receive paid time off for the actual day of the negotiating meeting. (e) Where the parties participate in group bargaining, the Employer agrees to provide alternative days off in the case where an employee is bargaining on a day off. In the case of a part time employee such alternative days will be capped at two per calendar week. These bargaining days will be treated as days worked for which the employee will receive pay for the hours she would have regularly worked. 7.02 The Employer will recognize a Union Administrative Committee which shall consist of a Union Chairperson and up to three (3) additional committee persons from each bargaining unit, all selected from the members of their respective bargaining units. No more than two (2) committee members shall meet with the Employer at any one time. The Employer shall be advised of the names of members of this committee and shall be notified of any changes from time to time. All members of the committee shall be employees of the Employer who have completed their probationary period. (a) The Union acknowledges that the members of the Union Administrative Committee must continue to perform their regular duties, and that so far as possible all activities of the committee will be carried on outside the regular working hours of the members thereof, unless otherwise mutually arranged. (b) Notwithstanding the above, the Employer agrees that requested time off during working hours for Union Administrative activities will not be arbitrarily withheld. (c) The Employer shall pay representatives and Committee members their respective wages for all time lost from regularly scheduled hours investigating and/or processing grievances, up to but not including the arbitration stage.

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Company Representation Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

  • REPRESENTATION AND COMMITTEES (The following clauses will appear in all collective agreements replacing any provisions related to Representation and Committees (including Professional Responsibility) that existed in the Hospital's expiring collective agreement:)

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