Independent Designee Sample Clauses

Independent Designee. For so long as the Founder owns at least fifty percent (50%) of the initial capital stock of the Company issued to the Founder under the Restructuring Agreement (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), one individual shall be elected to the Board who is an Independent Director and (i) is mutually designated by the Founder and Garland or (ii) if the Founder and Garland cannot mutually consent to such designation within 10 days of a vacancy in such seat, such individual may be designated by the holders of a majority of the Shares (other than shares of Common Stock issued upon the exercise of options), voting together as a single class on an as-converted basis. Mxxx Xxxxxxxx shall be initially designated as such individual. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. For purposes of this Agreement, “Independent Director” shall be defined as an individual (i) with no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company and (ii) who is not a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer.
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Independent Designee. The Independent Designee will be provided the opportunity to be appointed to at least one of the Board’s standing committees in connection with joining the Board.
Sample 1Sample 2
Independent Designee. Company and Oaktree will reasonably cooperate to identify an individual (the “Independent Designee”) to serve as a Class III director with a term expiring at Company’s 2022 Annual Meeting of Stockholders. The Independent Designee must (a) not (i) be an employee, director, general partner, manager or other agent of any member of the Oaktree Group; (ii) be a limited partner, member or other investor in any member of the Oaktree Group or (iii) be party to any agreement, arrangement or understanding, written or oral, with any member of the Oaktree Group regarding such person’s service on the Board; (b) meet the Independence Requirements; (c) have complied with the Candidate Review Procedures; and (d) be unanimously recommended to the Board by the Board’s Nominating and Governance Committee (the “NGC Committee”). Oaktree will be permitted to submit the names of individuals for consideration as the Independent Designee and such individuals will be considered in good faith by the NGC Committee. Promptly, and in any event within five Business Days, after being recommended to the Board by the NGC Committee, the Board will take all action necessary (including increasing the size of the Board) to appoint the Independent Designee to the Board. Company and Oaktree intend for the Independent Designee to have been appointed to the Board no later than 120 days following the conclusion of the 2020 Annual Meeting.
Sample 1
Independent Designee. Company and Oaktree will reasonably cooperate to identify an individual (the “Independent Designee”) to serve as a Class III director with a term expiring at Company’s 2022 Annual Meeting of Stockholders. The Independent Designee must (a) not (i) be an employee, director, general partner, manager or other agent of any member of the Oaktree Group; (ii) be a limited partner, member or other investor in any member of the Oaktree Group or (iii) be party to any agreement, arrangement or understanding, written or oral, with any member of the Oaktree Group regarding such person’s service on the Board; (b) meet the Independence Requirements; (c) have complied with the Candidate Review Procedures; and
Sample 1

Related to Independent Designee

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Development Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be similar to the Disclosing Party's Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party's Confidential Information.

  • Independent Entity 17.10.1 The SPD shall be an independent entity performing its obligations pursuant to the Agreement. 17.10.2 Subject to the provisions of the Agreement, the SPD shall be solely responsible for the manner in which its obligations under this Agreement are to be performed. All employees and representatives of the SPD or contractors engaged by the SPD in connection with the performance of the Agreement shall be under the complete control of the SPD and shall not be deemed to be employees, representatives, contractors of SECI and nothing contained in the Agreement or in any agreement or contract awarded by the SPD shall be construed to create any contractual relationship between any such employees, representatives or contractors and SECI.

  • Independent Testing Owner shall furnish independent tests, inspections and reports required by law, the Contract Documents or deemed appropriate by the Owner, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials to be conducted by consultants retained by the Owner.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • 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.

  • Independent Status The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party.

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