Common use of Director Services Clause in Contracts

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.

Appears in 4 contracts

Samples: Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp)

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Director Services. (a) Director agrees to serve as a member of the Board until the earlier of (i) his her 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 she 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) participate in road shows relating to the Public Offering, (iv) attend due diligence meetings relating to potential Business Combinations, (v) participate in road shows relating to the Business Combination, (vi) serve as Chairman Chair of the Audit Compensation Committee, with such duties and responsibilities as set forth in the Audit Compensation Committee Charter and as may be determined by the Board, and (ivvii) 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.

Appears in 4 contracts

Samples: Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp)

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, (iv) serve as Chairman of the Strategic Committee, with such duties and responsibilities as set forth in the Strategic Committee Charter and as may be determined by the Board (the “Strategic Committee Chairman Responsibilities”), (v) participate in road shows relating to the Public Offering, (vi) attend due diligence meetings relating to potential Business Combinations, (vii) participate in road shows relating to the Business Combination, and (viii) play an active role in the Public Offering and the negotiation, due diligence, structuring, closing and all other processes of any potential Business Combination (collectively, the “Director Responsibilities”). (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.

Appears in 3 contracts

Samples: Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp), Independent Director Agreement (GEF Acquisition Corp)

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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, (iv) serve as Chairman of the Strategic Committee, with such duties and responsibilities as set forth in the Strategic Committee Charter and as may be determined by the Board (the “ Strategic Committee Chairman Responsibilities ”), (v) participate in road shows relating to the Public Offering, (vi) attend due diligence meetings relating to potential Business Combinations, (vii) participate in road shows relating to the Business Combination, and (viii) play an active role in the Public Offering and the negotiation, due diligence, structuring, closing and all other processes of any potential Business Combination (collectively, the “ Director Responsibilities ”). (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.

Appears in 1 contract

Samples: Independent Director Agreement (GEF Acquisition Corp)

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