Director Representation. The Director represents and warrants to Coda Octopus that he is not now under any obligation of a contractual or other nature to any person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.
Director Representation. The Director hereby represents and warrants that his appointment to the Board will not result in the violation of any agreement, arrangement or understanding between the Director, on the one hand, and Lazard or any other person or entity, on the other hand.
Director Representation. At such time as the Avista Purchasers do not hold of record a sufficient number of shares of Series B Preferred Stock (without the vote of any other stockholder) to elect a director to the Board of Directors of the Company to represent the holders of Series B Preferred Stock as a separate class pursuant to the terms of the Certificate of Designation, the Board of Directors shall nominate and slate for election at each of the Company’s annual meetings of stockholders one director designated by Avista if the Avista Purchasers hold a number of shares of Common Stock and/or Series B Preferred Stock (calculated assuming the conversion of any Series B Preferred Stock held by the Avista Purchasers into Common Stock) equal to or greater than (i) 10% of the then outstanding Common Stock or (ii) 25% of the Common Stock the Avista Purchasers are entitled to upon conversion of the Series B Preferred Stock purchased by the Avista Purchasers.
Director Representation. At such time as the Avista Purchasers do not hold of record a sufficient number of shares of Preferred Stock (without the vote of any other stockholder) to elect a director to the Board of Directors of the Company to represent the holders of Preferred Stock as a separate class pursuant to the terms of the Certificate of Designation, the Board of Directors shall nominate and slate for election at each of the Company’s annual meetings of stockholders one director designated by Avista if the Avista Purchasers hold a number of shares of Common Stock and/or Preferred Stock (calculated assuming the conversion of any Preferred Stock held by the Avista Purchasers into Common Stock) equal to or greater than (i) 10% of the then outstanding Common Stock or (ii) 25% of the Common Stock the Avista Purchasers are entitled to upon conversion of the Preferred Stock purchased by the Avista Purchasers pursuant to this Agreement.
Director Representation. So long as IFS owns at least fifty per cent (50%) of the original Go2pay shares granted under this agreement, IFS shall be entitled to have at least one representative nominated and elected as a director on the Go2Pay board of directors.
Director Representation. 21 SECTION 7. EXPENSES, INDEMNIFICATION AND CONTRIBUTION; TERMINATION.....21 7.1 Expenses...........................................................21 7.2 Indemnification....................................................22 7.3 Survival...........................................................22 7.4 Tax Treatment of Indemnification Payments..........................22 SECTION 8. MISCELLANEOUS...............................................22 8.1 Notices............................................................22 8.2 Benefit of Agreement and Assignments...............................23
Director Representation. Director hereby represents to the Company that the execution and delivery of this Agreement by Director and the Company and the performance by Director of Director’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Director is a party or otherwise bound.
Director Representation. The Director hereby represents that he has read the Director Plan, attached hereto as Exhibit A.
Director Representation. (a) At the Effective Time, the NETWORK Board of Directors shall take all necessary action to (i) increase by two the number of seats on the NETWORK Board of Directors, (ii) elect John D. Crawford and Xxxxxx X. Xxxfe to fill xxx xxxxx-xxxxted vacancies, and (iii) elect John D. Crawford as Chaxxxxx xx xxx XXXWORK Board of Directors; provided, however, that the NETWORK Board of Directors shall not be required to take any of such actions if they would have a material adverse effect on NETWORK.
(b) After the Effective Date of the Merger, and for a period of two years thereafter, NETWORK shall use its best efforts to allow EASTERN or the Shareholders to designate for nomination such number of directors, rounded up to the next whole number, as will give the Shareholders representation on NETWORK's Board of Directors equal to the product of (x) the number of directors on NETWORK's Board of Directors (giving effect to any increase in the number of directors pursuant to this Section 6.8) multiplied by (y) the percentage that the NETWORK Shares held by the Shareholders bears to the total aggregate number of NETWORK Shares outstanding (such number being, the "Board Percentage"), and the NETWORK Board of Directors shall use its best efforts to satisfy the Board Percentage. The provisions of this Section 6.8 are in addition to and shall not limit any rights which EASTERN, NETWORK or any of their affiliates may have as a holder or beneficial owner of shares as a matter of law with respect to the election of directors or otherwise; provided, however, that NETWORK's duties hereunder are subject to its ability to comply with all applicable federal and state securities laws and governing corporate law.
(c) At the Effective Time, the NETWORK Board of Directors shall elect Thomas G. Keefe to the xxxxxxxx xx Xxxef Financial Officer of NETWORK; provided, however, that the NETWORK Board of Directors shall not be required to take such action if it would have a material adverse effect on NETWORK.
Director Representation. The Farmor will be entitled to nominate a person acceptable to the Exchange to serve as a director of the Farmee.
