Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of Association and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director and the Company (the “Director Services”).
Director Services. (a) Director agrees to serve as a member of the Board until the earlier of (i) his resignation, removal, death or permanent disability or (ii) termination of this Agreement pursuant to paragraph 15 hereof. Membership on the Board shall require adherence to the policies and procedures adopted by the Board and enforceable upon all directors.
(b) Director shall, for so long as he remains a member of the Board, fulfill the duties of a director of a Cayman Islands exempted company and, as requested by the Chairman of the Board, (i) meet with the management and/or members of the Board, at dates and times mutually agreeable to Director and the Company, to discuss any matter involving the Company, the Public Offering or a Business Combination, and cooperate in the review of such matters, (ii) review and participate in the analysis of all materials regarding a Business Combination that are provided to the Board by management, (iii) serve as Chairman of the Audit Committee, with such duties and responsibilities as set forth in the Audit Committee Charter and as may be determined by the Board, and (iv) present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations Director might have.
(c) Director agrees not to participate in the formation of, or become an officer or director of, any other blank check company until the Company has entered into a definitive agreement with respect to a Business Combination or the Company has failed to complete a Business Combination within the time period set forth in the Charter.
Director Services. The Director shall provide the following Services (“Director Services”):
(a) During the term of services as a director of the Company (“Directorship Term”), the Director make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.
(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the Xxxxxxxx-Xxxxx Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder.
Director Services. During the Directorship Term, the Director shall, together with the other members of the Board supervise the management of the business and affairs of the Company in accordance with applicable law and the governing documents, policies and procedures of the Company and provide such other duties, services and responsibilities, as are customary and appropriate for Board members, including, without limitation, (a) when appointed by the Board, chairing and/or serving on one or more Board committees, and (b) attending all Board and Board committee meetings, making himself/herself available to the Company at mutually convenient times and places, and attending stockholders meetings, external meetings and presentations, as appropriate and convenient.
Director Services. Consultant's services as a member of the Board of Directors hereunder shall include:
(a) Membership on the Company's Board of Directors, including attending six (6) Board Meetings per year;
(b) Advice on business and scientific matters related to the Company;
(c) Consultation with the Company's Board of Directors, officers, employees and agents, as may be reasonably requested by the Company, with respect to the above-mentioned activities; and
(d) Such other services as shall be reasonably requested by the Company.
Director Services. Director’s services to BJB Cayman hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and the Articles, and such other services mutually agreed to by Director and BJB Cayman (the “Director Services”).
Director Services. 2.1 Each of the Managers, as applicable, agrees to permit the Directors to serve, from time to time, on the Board and the boards of directors (or equivalent governing bodies) of the Subsidiaries.
Director Services. Consultant's services as a member of the Board of Directors hereunder shall include:
(a) Membership on the Company's Board of Directors, including attending six (6) Board Meetings per year;
(b) Advice on business matters related to the Company;
(c) Consultation with the Company's Board of Directors, officers, employees and agents, as may be reasonably requested by the Company, with respect to the above-mentioned activities;
(d) Refining XxxxxxxxXxxx.xxx, Inc.'s business model;
(e) Interviewing key candidates for executive positions, and
(f) Such other services as shall be reasonably requested by the Company.
Director Services. Director shall serve as the Medical Director of Cardiopulmonary and ICU Services at the Facility while this Agreement is in effect. Director's duties as Director shall include:
1. Provides professional guidance and support to the Cardiopulmonary and ICU Staff.
2. Reviews and recommends for approval policies for diagnostic and therapeutic procedures performed by respiratory staff, such as blood gas analysis, ventilator or oxygen support.
3. Ensures that services comply with all federal, state, The Joint Commission (TJC), HCFA, the Occupational Safety and Health Administration (OSHA) and all other regulatory agencies.
4. Meets regularly with Cardiopulmonary and Critical Care Manager, a minimum of twice monthly.
5. Chairs Critical Care Committee
6. Provides annual overview of critical care policies and protocols.
7. Recommends and is an active participant in capital expenditure acquisitions.
8. Reports at least quarterly to MEC as it relates to new service, service issues, and rescue and resuscitation data and other department issues
Director Services. Director shall, for so long as he remains a member of the Board, meet with the other members of the Board and/or the Company’s executive officers upon request in accordance with Exhibit A “Director Meeting Obligations” below. Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board. Additional meetings to be determined relative to the various board committees on which the Director may serve. Meeting Venue Zoom, MS Team, or other teleconferencing facilities Meeting Time 10 AM Central Time (Houston) on the day of the meeting Meeting Agenda Distribution Meeting Agendas will be distributed by email 48 hours prior to the meeting Meeting Invite Emailed invite will come from Executive Assistant (Xx. Xxxxx Xxxxxxxx) Corporate Board Meetings 6 (six) bi-monthly corporate meetings 60-90 mins duration Ad-Hoc Project Approval Meetings 6 (six) bi-monthly Ad-Hoc project approval meetings 60-90 mins duration Quarterly Meetings Finance and Audit Committee 4 (four) Quarterly Finance and Audit Committee Members only 30 mins review with corporate auditors On-demand Meetings Pricing Committee Pricing Committee Members only 60 mins review with underwriters Annual Meeting Compensation Committee 1 (one) meeting Compensation Committee Members only 60 mins review to review, adjust corporate compensations Annual Meeting Nomination Committee 1 (one) meeting Nomination Committee Members only 60 mins review with review, recommend, vote on officers and board members
