Meetings of the Board of Directors. (a) Coachmen’s Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with at least two Business Days prior notice of any meetings of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors. (b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors and (ii) an additional “independent director” (as such term is defined in the Exchange Act). (c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment. (d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender. (e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors. (f) Prior to the initial Closing Date, Coachmen shall establish a committee of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equity.
Appears in 2 contracts
Samples: Loan Agreement (Coachmen Industries Inc), Loan Agreement (Coachmen Industries Inc)
Meetings of the Board of Directors. (a) Coachmen’s The Board of Directors shall ---------------------------------- schedule regular meetings not less frequently than once every ninety (90) daysquarter. Coachmen The Company shall provide reimburse the Lender with Purchasers for all direct out-of-pocket expenses reasonably incurred by any director designee of the Purchasers in attending such meetings. In the event the director designated by Crosslink Capital cannot attend any such meeting, the Company shall reimburse Crosslink for all direct out-of-pocket expenses reasonably incurred by any employee of Crosslink Capital who is designated by Crosslink Capital to attend such meeting in place of the director designated by Crosslink Capital. Each Purchaser and each other Person who then owns, of record or beneficially, or has the right to acquire at least two Business Days prior 400,000 of Series E Preferred Stock shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, an "Observer") -------- who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings (including any action to be taken by written consent) of the Board of Directors of the Company and all committees thereof; provided, -------- however, that the Company reserves the right to withhold any information and to ------- exclude any Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any meetings action taken by the Board of Coachmen’s Directors as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board of Directors to breach its fiduciary duties, (b) in the good faith determination of a majority of the members of the Board of Directors, as well as provide will result in a conflict of interest with the Company due to such Observer's relationships with any Purchaser of their affiliates, or (c) in the Lender copies good faith judgment of all noticesthe management of the Company, minutes, consents, and other materials that it provides would lead to disclosure of trade secrets or confidential information of the Company or (d) not permit the members of its the Board of Directors.
, in order to satisfy their respective fiduciary duties, to discuss without reservation a topic (bor avoid disclosure of information on such topic) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to which the Board of Directors at each annual reasonably believes could result in a conflict of interest between the Company and any Observer, stockholder or special meeting for director representative. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the election of directors, which directors extent necessary set forth in the preceding sentence. The Observer shall themselves not be entitled, (a) permitted to vote at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors and Directors, or (iib) an additional “independent director” (as such term counted for purposes of determining whether there is defined in the Exchange Act).
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to sufficient quorum for the Board of Directors to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, that no Observer shall owe any fiduciary or other duties to the shareholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its shareholders except as specifically set forth in this Section 3.10. Each Purchaser entitled to an Observer shall designate, and may replace, such Observer with or without cause in its sole discretion by providing written notice to the Company at least five (ii5) ability of business days prior to any such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), action taking effect. The Company shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent obligated to reimburse any Purchaser for any out-of-pocket expenses incurred by any Observer in attending any meeting of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equity.
Appears in 1 contract
Samples: Series E Preferred Stock Purchase Agreement (Mainspring Communications Inc)
Meetings of the Board of Directors. (a) Coachmen’s Regular meetings of the Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with be held on at least two Business Days prior notice a quarterly basis at such date and time as the Board of Directors may designate. Special meetings of the Board of Directors may be called at any time by the Chairman and shall be called by the Chairman at the written request of any Director who makes such request in good faith. Unless otherwise agreed by all of the Directors prior to a meeting, meetings of Coachmen’s the Board of DirectorsDirectors may be held only in New York, as well as provide to the Lender copies of all noticesNew York or Chicago, minutes, consents, and other materials that it provides to the members of its Board of DirectorsIllinois.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders Notice of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors or any committee thereof stating the place, date and (ii) an additional “independent director” (as hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than 30 days before the date of the meeting; provided that the Chairman or the Director requesting the meeting may reduce the advance notice period for any meeting to no less than four Business Days if the Chairman or such term Director determines, acting reasonably and in good faith, that it is defined necessary in the Exchange Act)best interests of the Company for the Board of Directors to take action within a time period of less than 30 days. Notice of any meeting may be waived in writing by any Director. Presence at the meeting shall constitute waiver of any deficiency of notice under this Section 5.3, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement and does not otherwise attend the meeting.
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment The Secretary of the Lender’s designees Company shall circulate to the Board of Directors and (ii) ability each Director an agenda for each meeting not less than five Business Days in advance of such directors quarterly meeting (or if sent by facsimile or email, three Business Days before the date of such meeting). In the case of a quarterly meeting, such agenda shall include a discussion of the financial reports most recently delivered pursuant to appoint additional directorsArticle 6 and any other matters that a Director may reasonably request to be included on such agenda (subject, in each however, to Section 6.6 and Section 11.6). In the case as provided above (including without limitation with respect to of a special voting rights)meeting, the agenda for such meeting shall be expressly permitted established by the terms of Chairman and shall include any matters specified by the Director requesting such By-laws meeting, if applicable, and cannot shall be modified without provided to each Director at the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendmentmeeting is called.
(d) The Borrowers presence in person or by proxy of a number of Directors equal to a majority of the Whole Board shall indemnify constitute a quorum for the Lender’s director designee(sconduct of business at any meeting of the Board of Directors; provided that, in order to constitute a quorum, (i) at least a majority of the Directors present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors and subject to the fullest extent permitted last sentence of this Section 5.3(d), at least one Director present in person or by law proxy must be a Director appointed by CME Group. If such quorum shall not be present at any meeting of the Board of Directors, the Directors present shall adjourn the meeting and promptly give notice of when it shall be reconvened, which notice shall include a copy of the notice previously given with respect to such meeting and, if applicable, shall specify in writing that the Board of Directors has invoked the procedures with respect to such reconvened meeting set forth in the following sentence. If such notice is given and the reconvened meeting is held at least 48 hours after the meeting at which a quorum was not present, then, at such reconvened meeting, the presence in person or by proxy of at least one Director appointed by CME Group shall not be required in order for a quorum to be present, provided, however, that (A) the director Indemnification Agreement. The Borrowers shall provide director only business that may be conducted at such reconvened meeting is the business specifically set forth in the notice of meeting for the original meeting and officer liability insurance coverage (B) no action that requires Board Supermajority Approval under Section 5.3(f) may be taken at such reconvened meeting unless at least one Director appointed by CME Group is present and such action is approved in accordance with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the LenderSection 5.3(f).
(e) Coachmen Each Director shall compensate be entitled to cast one vote with respect to each director appointed or elected to matter brought before the Board of Directors pursuant to (or any committee thereof of which such Director is a member) for approval. Except as set forth in Section 8.10(b) hereof on 5.3(f), the same or better terms as it compensates each other director on affirmative vote of a majority of the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee Directors in attendance at any meeting of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None committee thereof) at which a quorum is present shall be required to authorize any action by the Board of Directors (or any committee thereof) and shall constitute the action of the Board of Directors (or any committee thereof) for all purposes.
(f) Notwithstanding any other provision of this Agreement (but subject to Section 5.3(g), Section 10.4 and Section 11.4), if CME Group’s Parent Aggregate Percentage Interest has not gone below the CME Group Threshold, authorization of the following actions shall require the affirmative vote of (i) a majority of the Directors in attendance at any meeting at which a quorum is present and (ii) the affirmative vote of at least one Director appointed by CME Group (“Board Supermajority Approval”) and no Company Entity may take any of the following actions without such approval:
(i) approval of the Annual Budget of the Company for any given Fiscal Year (the “Subject Fiscal Year”), or elected any amendment thereto (but not, for the avoidance of doubt, any Preliminary Annual Budget), if any of the following conditions exist (for illustrative purposes, determinations of whether the conditions set forth in clauses (A), (B), (C) and (D) exist under hypothetical circumstances are set forth in Schedule 5.3(f)(i)):
(A) the actual Margin for the Fiscal Year before such Subject Fiscal Year (the “Reference Fiscal Year”) is (1) five percentage points or more below the Baseline Margin for such Reference Fiscal Year, (2) five percentage points or more below the actual Margin in the Fiscal Year before such Reference Fiscal Year or (3) five percentage points or more below the Margin Floor in effect for such Reference Fiscal Year;
(B) the aggregate amount of all cash distributed to the Members in respect of the Reference Fiscal Year was less than the amount equal to (x) 90% of EBITDA in such Reference Fiscal Year, less (y) interest payments made in such Reference Fiscal Year, less (z) the amount of cash required to finance acquisitions in such Reference Fiscal Year (provided that at least one Director appointed by CME Group voted in favor of approval of any such acquisition);
(C) the projected Margin in the proposed Annual Budget for the Subject Fiscal Year is (1) five percentage points or more below the Baseline Margin in effect for such Subject Fiscal Year, (2) five percentage points or more below the actual Margin for the Reference Fiscal Year or (3) five percentage points or more below the Margin Floor in effect for such Subject Fiscal Year; or
(D) the aggregate amount of all cash projected by the proposed Annual Budget to be distributed to the Members in respect of the Subject Fiscal Year is less than the amount equal to (x) 90% of EBITDA, less (y) interest payments, projected by the proposed Annual Budget for such Subject Fiscal Year; provided that, if Board Supermajority Approval is required in respect of a proposed Annual Budget as the result of any of the conditions in clauses (A) through (D) existing and such Board Supermajority Approval is not given within 60 days of the delivery of such proposed Annual Budget to the Board of Directors, the Annual Budget for the Reference Fiscal Year shall thereupon become the Annual Budget for such Subject Fiscal Year (the “Rollover Annual Budget”) until Board Supermajority Approval for an Annual Budget for such Subject Fiscal Year is given; provided that the aggregate expenses, capital expenditures and investments in such Rollover Annual Budget may (by determination of the Board of Directors without Board Supermajority Approval) be increased by an amount equal to the percentage difference between the CPI for the last month of the Reference Fiscal Year and the CPI for the calendar month that is 12 months prior to such calendar month (and the term Rollover Annual Budget shall refer to such increased budget);
(ii) approval of material changes to the Brand Management Plan or the Strategic Plan of the Company;
(iii) approval of material changes to the Business or Purpose of the Company;
(iv) during the Blackout Period, any sale of all or substantially all of the assets of the Company Entities, taken as a whole, initial public offering, or sale, merger or consolidation of the Company (for the avoidance of doubt, without limiting the provisions of Articles 9 and 10 to the extent applicable);
(A) any acquisition, whether by purchase of assets or stock, merger or consolidation or otherwise, of assets or a business involving the payment by a Company Entity of consideration in excess of $25,000,000, other than in accordance with the contractual obligations set forth on Schedule 5.3(f)(v)(A) hereto or (B) any disposition, whether by sale of assets or stock, merger or consolidation or otherwise, of assets or a business having a value in excess of $15,000,000; 34
(vi) any issuance of Membership Interests;
(vii) any redemption of Membership Interests;
(viii) any admission of new Members, including as a result of a Transfer by a Member of its Membership Interest (or any portion thereof), other than admission of new Members as a result of a Transfer described in Section 9.1(a) or Section 9.1(b);
(ix) any Additional Capital Contributions from any Member;
(x) any capital expenditure in excess of $1,000,000 in any Fiscal Year, or aggregate capital expenditures in any Fiscal Year in excess of $1,500,000, in each case except as contemplated by the Annual Budget then in effect;
(xi) any incurrence or issuance of Indebtedness by any Company Entity to a Person other than a Company Entity that would result in an aggregate total outstanding principal amount (without duplication) of such Indebtedness of the Company Entities in excess of $30,000,000, or any pledge, mortgage, encumbrance or other grant of a security interest in any of its properties or assets of any Company Entity with respect to any Indebtedness of any Company Entity to any Person other than a Company Entity in excess of such aggregate amount (without duplication);
(xii) subject to Section 5.8(e), the hiring of the Chief Executive Officer and the Chief Financial Officer, if any, of the Company;
(xiii) any transaction with any Member or any of its Affiliates, other than transactions pursuant to the Transaction Documents or the intercompany agreements set forth on Schedule 5.3(f)(xiii) hereto and any other transactions entered into in the ordinary course of business consistent with past practice of the Company (including the past practice of MH prior to the date hereof) that are either immaterial (individually or in the aggregate with other transactions with such Member or any of its Affiliates) or on terms no less favorable to the Company Entities than those that could be obtained on arm’s-length terms from a Person who is not an Affiliate;
(xiv) any license of any Company brand to MH or any of its Affiliates (including Platts);
(xv) making any loans to any Member or officer or employee of the Company Entities, other than loans to officers and employees for amounts in the ordinary course of business consistent with past practice of the Company (including the past practice of MH prior to the date hereof), including travel advances, that in the aggregate are not material, or forgiving any loans to any Member or officer or employee of the Company;
(xvi) any distribution to Members other than as required by Section 8.1(a);
(xvii) any amendment of, or consent or waiver under, any Transaction Document (other than the Certificate of Formation, the amendment of which shall be governed by Section 14.2) in any manner that adversely affects the CME Group Members or disproportionately benefits any other Member;
(xviii) any settlement or compromise of any litigation or claims in which the amount payable by the Company Entities exceeds $750,000, or aggregate settlements or compromises of any litigation or claims in any Fiscal Year in which the amount payable by the Company Entities exceeds $1,500,000, in each case other than litigations and claims relating to the Company’s Intellectual Property; and
(xix) any voluntary (or consent to any involuntary) bankruptcy or any dissolution or liquidation of the Company.
(g) Notwithstanding anything herein to the contrary, the provisions of Section 5.3(f) shall terminate and Board Supermajority Approval shall no longer be required for any matter upon the earlier of (i) at MH’s election, a Change of Control of CME Group in which the Acquirer is not a Qualified Party (an “Unqualified Party Approval Termination”), such election, if any, to be made by MH not more than twenty Business Days after such Change of Control (and if not made by MH by such date, the right to make such an election with respect to such Change of Control of CME Group shall be irrevocably waived) and (ii) if MH delivers a Specified Buy-Out Notice, the later of (x) delivery of an irrevocable waiver of MH’s right to defer the Put/Call Closing Date pursuant to Section 8.10(b9.4(b) hereof shall at any time serve in respect of such MH Special Call or CME Group Put and (y) the date on the Independent Committeewhich all required governmental approvals, participant if any, in any deliberations respect of the Independent Committee (unless invited to do so Transfer contemplated by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee such Specified Buy-Out Notice shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary dutiesbeen received. In addition the event that the provisions of Section 5.3(f) are terminated pursuant to the foregoingclause (ii) of this paragraph (g), both Parents’ obligations under Article 11 and Article 12 shall all terminate; provided, however, in the event case of this clause (ii) that (x) such Board Supermajority Approval rights and MH’s obligations under Article 11 and Article 12 shall be automatically restored prospectively without any further action of the Lender parties if MH breaches its obligation to consummate the MH Special Call or CME Group Put, as applicable, as required by the terms of this Agreement and (y) CME Group’ obligations under Article 11 and Article 12 shall be automatically restored prospectively without any further action of the parties if CME Group breaches its Affiliates propose a tender offerobligation to consummate the MH Special Call or CME Group Put, mergeras applicable, consolidation as required by the terms of this Agreement.
(h) The Secretary of the Company or, if he or she is not present, any individual whom the Chairman of the Board of Directors may appoint, shall keep minutes of each meeting which shall reflect all actions taken by the Board of Directors thereat.
(i) The Board of Directors may establish other similar transactionprovisions and procedures relating to the governance of its meetings that are not in conflict with the terms of this Agreement.
(j) No more than 30 days following any meeting of the Board of Directors or any committee thereof, the result of which would Company shall provide or cause to be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval provided minutes of such transaction by a majority meeting to all Directors (or members of such committee), which minutes shall state the date, place and time of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreementmeeting, the Transaction DocumentsDirectors present at such meeting and, under if applicable, the Uniform Commercial Code, or otherwise in law or equity.resolutions put to a vote and the results of such voting. All minutes shall be subject to a vote of approval by the
Appears in 1 contract
Samples: Limited Liability Company Agreement (McGraw-Hill Companies Inc)
Meetings of the Board of Directors. (a) Coachmen’s Meetings of the Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) daysbe convened by the Chairman when he/she deems the same to be necessary or advisable. Coachmen When any Director requests in writing, the Chairman shall provide convene a meeting of the Lender with at least two Business Days prior notice of any meetings of Coachmen’s Board of DirectorsDirectors within thirty (30) days after receiving such request. If the Chairman fails to do so, as well as provide the Director having requested such meeting shall have the right to take the Lender copies steps necessary for convening a meeting of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders Not less than five(5) Business Days’ notice of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors shall be given to each Director entitled to attend, and the notice shall be accompanied by an agenda and board papers setting out in such reasonable detail as may be practicable in the circumstances the subject matter of the meeting and any resolutions to be considered at the meeting, provided however, that such notice period (i) shall not apply in the case of an adjourned meeting pursuant to Clause 2.3(e); and (ii) an additional “independent director” (as such term is defined in may be reduced with the Exchange Act)written consent of all the Directors.
(c) Prior Any Director may at any time waive any notice required to the Closing Date, Coachmen shall adopt an amendment be given to its By-laws such that the (i) election him and appointment if all Directors are present at any meeting of the Lender’s designees to the Board of Directors and (ii) ability Directors, such presence shall constitute a waiver by each of them of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendmentnotice.
(d) The Borrowers quorum for a meeting of the Board of Directors shall indemnify require the Lender’s director designee(spresence of the majority of the members of the Board of Directors in office, provided that at least one (1) to the fullest extent permitted Director nominated by law each of ZAT and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the LenderSinolink is present.
(e) Coachmen shall compensate each director appointed or elected to If a quorum under Clause 2.3(d) is not present at a meeting of the Board of Directors pursuant within fifteen (15) minutes following the commencement time specified in the notice, any Director entitled to Section 8.10(bbe present at such meeting may require that the meeting be reconvened. Not less than five (5) hereof on Business Days’ notice of the same reconvened meeting will be given. At the reconvened meeting, a quorum shall exist if at least two (2) or better terms as it compensates each other director on the Board of Directorsmore Directors are present.
(f) Prior Subject to the initial Closing DateReserved Matters under Clause 2.4(a) and Schedule 3, Coachmen shall establish resolutions of a committee meeting of the Board of Directors (shall be adopted by the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documentsaffirmative vote of a majority of those present and voting in such meeting, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder each Director shall have one (1) vote.
(g) A resolution in writing signed or thereunder, as well as any and approved in writing by all matters relating Directors entitled to the Holders or any alternative financings. None notice of the Directors appointed or elected to a meeting of the Board of Directors pursuant shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly convened, held and constituted. Such written resolution may be contained in one (1) document or in several documents in like form, each signed or approved by one (1) or more of the said Directors.
(h) A meeting of the Board of Directors may consist of a conference between Directors, some or all of whom are in different places provided that each Director who participates is able:
(i) to Section 8.10(bhear each of the other participating Directors addressing the meeting; and
(ii) hereof shall at if he/she so wishes, to address all of the other participating Directors simultaneously, whether directly, by conference telephone or by any time serve other form of communications equipment (whether or not such equipment is available on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committeedate hereof) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority combination of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equitythose methods.
Appears in 1 contract
Samples: Shareholder Agreement
Meetings of the Board of Directors. (a1) Coachmen’s Board All resolutions of Directors shall schedule regular meetings not less frequently than once every ninety the board of directors must be adopted only with the affirmative votes of 2/3 or more of all directors of the Company (90must include Party A's director) days. Coachmen shall provide at the Lender with at least two Business Days prior notice of any duly convened meetings of Coachmen’s Board the board of Directorsdirectors. Any meeting of the board of directors that involves any fund or finance shall be attended by the chief financial officer, as well as provide and the board of directors shall listen to the Lender copies opinion of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directorschief financial officer before they vote for the resolution.
(b2) Until The quorum of the Notes and other Obligations are repaid meeting of the board of directors shall be three directors who attend the meeting in fullperson or by proxy.
(3) Unless it is waived by all directors in writing, the notice of each meeting of the board of directors shall be sent to all directors and shareholders supervisors at least five days prior to the scheduled date of the Borrowers shall appoint or elect, as meeting.
(4) If a director is unable to attend a meeting of the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election board of directors, which directors he/she may, by a written proxy, appoint another person to attend the meeting for and on his/her behalf. The proxy attending the meeting on behalf of a director shall themselves be entitled, at any time after a Default or an Event only exercise the powers of Default has occurred, to appoint (i) an additional the director with within the ability to vote five scope of authorization.
(5) director votes at At any annual or special meeting of the Board board of Directors and (ii) an additional “independent director” (as such term is defined in directors, each director or his/her proxy shall have one vote for each matter to be decided by the Exchange Act)board of directors.
(c6) Prior to the Closing Date, Coachmen The board of directors shall adopt an amendment to its By-laws such that the (i) election and appointment hold meetings twice every year. The meetings of the Lender’s designees board of directors shall be convened and presided over by the chairman of the board of directors. Where the chairman is unable to or refuses to perform his/her duty, the Board majority of Directors directors shall jointly elect a director to convene and (ii) ability preside over the meetings. With a proposal by the chairman or 1/3 or more of such directors to appoint additional all directors, in each case as provided above (including without limitation with respect to special voting rights), shall an extraordinary meeting may be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendmentconvened.
(d7) The Borrowers expenditures of the board of directors shall indemnify be listed and disbursed separately. The traveling and accommodation costs incurred from attendance of the Lender’s meetings of the board of directors by each director designee(s) or his/her representative shall be borne by the Company, provided that such costs conform to the fullest extent permitted by law and by internal management policy of the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the LenderCompany.
(e) Coachmen shall compensate each director appointed or elected to 8) Notwithstanding any other provisions hereof, the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee meetings of the Board board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreementdirectors may be held by conference call, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders electronic or any alternative financings. None other means of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equityinstant messaging nature.
Appears in 1 contract
Meetings of the Board of Directors. (a) Coachmen’s 26.1 Meetings of the Board of Directors may take place in person or by telephone conference call, video conference call or by any other collective electronic means approved from time to time by the Board.
26.2 Seven Clear Days’ notice in writing shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with at least two Business Days prior notice be given of any meetings of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board at which a decision in relation to any of Directors the matters referred to in Article 15.6 is to be made, which notice shall be accompanied by an agenda and (ii) an additional “independent director” (as such term is defined in any papers relevant to the Exchange Act)matter to be decided.
(c) Prior 26.3 All other Board meetings shall require not less than seven Clear Days’ prior notice, unless all Directors agree unanimously in writing to dispense with such notice on any specific occasion.
26.4 A Director may, and on the Closing Daterequest of a Director the Company Secretary shall, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment summon a meeting of the Lender’s designees Board by notice served upon all Directors, to take place at a reasonably convenient time and date.
26.5 The Chairman, whom failing the Board of Directors and Vice-Chairman (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rightsif any), shall be expressly permitted by entitled to preside as Chairman of all Board meetings at which he or she is present. If at any meeting neither the terms of such ByChairman nor the Vice-laws Chairman is present and cannot be modified without the consent willing to act as Chairman of the Lender at any meeting within 15 minutes after the time appointed for holding the Tranche B Notes are outstanding. Coachmen meeting, the remaining Directors may appoint one of the Elected Directors to be Chairman of the Board meeting, which failing the meeting shall not thereafter adopt any further amendment to its Bybe adjourned until a time and date when the Chairman or Vice-laws or Articles of Incorporation inconsistent with such amendmentChairman will be available.
(d) 26.6 The Borrowers Chairman of the Board meeting shall indemnify the Lender’s director designee(s) endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to the fullest extent permitted by law vote, each Director present and by entitled to vote, having one vote. In the director Indemnification Agreement. event of an equal number of votes for and against any resolution at a Board meeting, the Chairman of the meeting shall have a casting vote as well as a deliberative vote.
26.7 The Borrowers shall provide director and officer liability insurance coverage with a coverage limit Board may delegate any of its powers to sub-committees, each consisting of not less than $25 million in a form one Director and with such terms other person or persons as are acceptable it thinks fit or which it delegates to the Lender.
(e) Coachmen sub-committee to appoint. Any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any remit and regulations imposed on it by the Board. The meetings and proceedings of any such sub-committee shall compensate each director appointed or elected to be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board of Directors pursuant to Section 8.10(b) hereof on so far as applicable and so far as the same shall not be superseded by any regulations made by the Board. Such sub-committee shall regularly and promptly circulate, or better terms as it compensates each other director on ensure the Board regular and prompt circulation of, the minutes of its meetings to all Directors.
(f) Prior 26.8 The Board shall cause minutes to be made of all appointments of officers made by it and of the initial Closing Dateproceedings of all AGMs, Coachmen GMs, Board meetings and of sub-committee meetings, including the names of those present, and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed after approval, either by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall establish be sufficient evidence without any further proof of the facts therein stated.
26.9 Subject to Article 26.10, the Company, upon request of any person for a committee copy of any minutes must, if the request is reasonable, give the person within 28 days of the request a copy of the requested minutes.
26.10 Where such a request is received under Article 26.9 the company:
26.10.1 may withhold information contained in the minutes; and
26.10.2 if it does so, must inform the person requesting a copy of the minutes of its reason for doing so.
26.11 No alteration of the Articles and no direction given by special resolution shall invalidate any prior act of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be have been valid if that Coachmen would no longer be alteration had not been made or that direction had not been given.
26.12 A resolution in writing (whether one single document signed by all or a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a sufficient majority of the Independent Committee; providedElected Directors, that, nothing in this Section 8.10 shall prevent the Holders or all or a sufficient majority of the Securities Members of any sub-committee), whether in one or several documents in the same form each signed by one or more Directors or Members of any relative sub-committee as appropriate, shall be as valid and effectual as if it had been passed at a meeting of the Board or of such sub-committee duly convened and constituted.
26.13 The Board may act notwithstanding any vacancy in it, but where the number of Directors falls below the minimum number specified in Article 18.1, it may not conduct any business other than to appoint sufficient Directors to match or exceed that minimum.
26.14 The Board may invite or allow any person to attend and speak, but not to vote, at any meeting of the Board or of its sub-committees.
26.15 The Board may from exercising time to time promulgate, review and amend any ancillary regulations, guidelines and/or policies, subordinate at all times to these Articles, as it deems necessary and all rights that they may have pursuant appropriate to this Loan Agreementprovide additional explanation, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equityguidance and governance to Members/Directors.
Appears in 1 contract
Samples: Articles of Association
Meetings of the Board of Directors. (a) Coachmen’s 16.3.1. The Board of Directors shall schedule regular meetings not less frequently than once every ninety will hold its first meeting fifteen (9015) daysdays at the latest after the COMPANY INCORPORATION DATE. Coachmen shall provide At this first meeting, the Lender Board of Directors will: • confirm the decisions made by the Preparation Committee, carry out the joining formalities with at least two Business Days prior notice of any meetings of Coachmen’s the Preparation Committee and dissolve the Preparation Committee; • choose the President and Vice-President; • nominate the special advisor to the Board of Directors, as well as provide to the Lender copies of all noticesChief Executive Officer, minutesthe Deputy Chief Executive Officers, consentsthe Chief Engineer, the Chief Accountant and other high-level management executives, and other materials that it provides to decide on their remuneration; • approve the members company’s MEMORANDUM AND ARTICLES OF ASSOCIATION; • fix the COMPANY’s budget for the current year depending on the COMPANY’S activity plan for the current year and the investment plan; • establish the COMPANY’s base management system. In addition at this same session of its the Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the : • The APPENDED CONTRACTS will be signed; • The Board of Directors will confirm that it will respect the provisions set out by the PARTIES in the CONTRACT, in particular those relating to the RIGHT OF PRE-EMPTION, the OPTIONS TO BUY and the dissolution of the COMPANY.
16.3.2. The Board of Directors must meet at each annual or special least four times a year. Any meeting for must be convened by written notification addressed at least thirty (30) days in advance and chaired by the election President of directorsthe Board. In addition, which the President must convene a meeting of the Board within fifteen (15) days of receipt of any written request, emanating from more than three directors shall themselves and specifying the questions to be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with included on the ability to vote five (5) director votes at any annual or special agenda. Any meeting of the Board of Directors and (ii) an additional “independent director” (as such term is defined may be held by telephone conference, video conference or any other equivalent method of communication that allows all the directors participating in the Exchange Act).
(c) Prior meeting to understand and communicate with each other; all the Closing Date, Coachmen shall adopt an amendment to its By-laws directors who have participated in such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee meeting of the Board of Directors (are regarded as being present in person at the “Independent Committee”) responsible for making all decisions relating said meeting.
16.3.3. If a director cannot attend a meeting of the Board of Directors, he may mandate a representative of the PARTY concerned to this Loan Agreementrepresent him and vote in his name and on his behalf. If no representative is mandated to attend a meeting of the Board of Directors, the other Transaction Documentsabsent director is regarded as having renounced his right to vote at that meeting.
16.3.4. Any meeting of the Board requires a quorum of two thirds of the directors present or represented (in the case in point, and six directors). If a quorum is not reached at a meeting of the transactions contemplated hereby and therebyBoard, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating that meeting will be postponed automatically to the Holders next working day, at the same time and place. Each Party will ensure that its representatives are present or any alternative financings. None represented at all meetings of the Directors appointed or elected to Board of Directors. Any decision adopted at a meeting of the Board where a quorum has not been reached in the conditions set out in the paragraphs above is regarded as null and void.
16.3.5. Meetings of the Board of Directors pursuant to Section 8.10(b) hereof shall are usually held at the COMPANY’s head office, but may also be held at any time serve on other place decided by the Independent Committee, participant in any deliberations Board of Directors. The COMPANY will take responsibility for the travelling and accommodation expenses incurred by the directors to attend meetings of the Independent Committee (unless invited to do so Board.
16.3.6. At each meeting, the President of the Board nominates a secretary charged with the true and complete drafting, in Chinese and English, of the minutes of the meetings. These minutes will be signed immediately by the Independent Committee) or have any power to direct or influence directors present at the actions end of any director serving on meeting of the Independent Committee. The Independent Committee shall have full authority to select Board and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to if the foregoing, in the event the Lender meeting is held by video conference or its Affiliates propose a tender offer, merger, consolidation or other similar transactiontelephone, the result minutes will be signed by fax as soon as possible and within 96 hours at the most. Minutes of which would meetings are kept at the COMPANY’s head office.
16.3.7. Directors exercise their function without being paid. However, expenses arising from the participation of directors at the Board of Directors will be that Coachmen would no longer be a reporting company under paid by the Exchange ActCOMPANY, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; providedas normal expenses, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equitywithin reasonable limits.
Appears in 1 contract
Samples: Mixed Capital Company Contract (General Geophysics Co)
Meetings of the Board of Directors. (a) Coachmen’s Board The presence of a majority of Directors then in office shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide constitute a quorum of the Lender with Board; provided, that at least two Business Days prior one (1) Nominee Director is present at such meeting. If a quorum as defined herein is not achieved at any duly called meeting because of the absence of a Nominee Director, such meeting may be postponed to a time no earlier than 48 hours after written notice of any meetings such postponement has been given to all the Directors. If no Nominee Director is present at the postponed meeting, then the Board meeting may proceed without a Nominee Director present and the requirement for at least one (1) Nominee Director to make a quorum shall be ineffective for purposes of Coachmen’s that meeting but shall remain in effect for future Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directorsmeetings.
(b) Until the Notes and other Obligations are repaid in fullUnless otherwise restricted by Applicable Law, the directors and shareholders any action required or permitted to be taken at any meeting of the Borrowers shall appoint Board or electof any committee thereof may be taken without a meeting if all Directors or Director members of such committee, as the case may be, two (2) directors designated consent thereto in writing or by electronic transmission, and the Lender to the Board of Directors at each annual writings or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director electronic transmissions are filed with the ability to vote five (5) director votes at any annual or special meeting minutes of proceedings of the Board of Directors and (ii) an additional “independent director” (as such term is defined in the Exchange Act)or committee.
(c) Prior to Unless otherwise restricted by Applicable Law, the Closing DateCompany shall pay all fees, Coachmen shall adopt an amendment to its By-laws such that the charges and expenses (including travel and related expenses) incurred by each Nominee Director in connection with: (i) election and appointment attending the meetings of the Lender’s designees to the Board of Directors and all committees thereof and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted conducting any other Company business requested by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendmentCompany.
(d) The Borrowers shall indemnify Unlike the Lender’s director designee(s) to Original Directors, the fullest extent permitted by law and by Nominee Directors will not receive any compensation from the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director Company for their service on the Board of Directors.
(f) Prior but may be compensated by Dynevolve or its Affiliates, as they may elect. The Company shall treat the Nominee Directors the same as the Original Directors in all other respects, including but not limited to the initial Closing Date, Coachmen shall establish a committee right to indemnification for claims and advancement of the Board attorneys’ fees and related expenses arising out of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and therebytheir service as Directors, including without limitation any decisions regarding amendments, waivers the international travel expenses for the Nominee Directors to attend the Company’s AGM and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant meetings held in any deliberations of the Independent Committee (unless invited to do so Perth if such meetings are approved by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equityBoard.
Appears in 1 contract
Meetings of the Board of Directors. The Board of Directors may appoint from among its members a chairperson (athe “Chairperson”). X00000000 The Board of Directors will meet upon call by the Chairperson or by any Director in accordance with the provisions of this article 14. The Chairperson will preside over all meetings of the Board of Directors, except that in the absence of the Chairperson, the Board of Directors may appoint another Director as chairperson for the relevant meeting by a majority of the votes of the Directors present or represented at such meeting. Except in case of urgency or with the prior consent of all those entitled to attend, which consent shall be recorded in the minutes of the meeting at least forty-eight (48) Coachmen’s hours’ written notice of meetings of the Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) daysbe given in writing and transmitted by any means of communication allowing for the transmission of a written text. Coachmen Any such notice shall provide specify the Lender with at least two Business Days prior notice time and the place of any meetings of Coachmen’s Board of Directorsthe meeting, as well as provide the agenda and the nature of the business to be resolved upon. The notice may be waived by properly documented consent of each Director which consent shall be recorded in the Lender copies minutes of all notices, minutes, consents, the meeting. No separate notice is required for meetings held at times and other materials that it provides to places specified in a time schedule previously adopted by resolution of the members of its Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders . The meetings of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors shall be held in Luxembourg or at each annual or special meeting for such other place as the election Board of directors, which directors shall themselves Directors may from time to time determine. Any Director may be entitled, represented at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors and (ii) an additional “independent director” (by appointing in writing, transmitted by any means of communication allowing for the transmission of a written text, another Director as such term is defined in the Exchange Act).
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstandinghis proxy. Coachmen shall not thereafter adopt any further amendment to its By-laws Any Director may represent one or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreementmore Directors. The Borrowers shall provide director and officer liability insurance coverage with quorum for a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee valid meeting of the Board of Directors shall be the presence or the representation of at least half (1/2) of the “Independent Committee”) responsible for making all decisions relating to this Loan AgreementDirectors. When the rules of a foreign stock exchange require that, at least once a year, only independent directors of the Company may hold a meeting of the Board of Directors, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None quorum required for a meeting of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall can be disregarded and the independent directors must all be present or represented at any time serve on the Independent Committee, participant in any deliberations such meeting. The independent directors may appoint a chairman pro tempore at such meetings. Resolutions of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions Board of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, Directors in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would meeting will be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction taken by a majority of the Independent Committee; providedvotes of the Directors present or represented at such meeting. The Chairperson shall have no casting vote in case of a tie. Directors may participate in a meeting by conference call, thatvideoconference or any other similar means of communication enabling thus several persons participating therein to simultaneously communicate with each other on a continuous basis. A meeting held using such means of communication is deemed to have taken place at the Company’s registered office. A written resolution, nothing signed by all the Directors and transmitted by any means of communication allowing for the transmission of a written text, is proper and valid as though it had been adopted at a meeting of the Board of Directors which was duly convened and held. Such a resolution may be documented in a single document or in several separate documents having the same content and each of them signed by one or several Directors. A written resolution passed in this Section 8.10 shall prevent way is deemed to have been taken at the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equityCompany’s registered office.
Appears in 1 contract
Meetings of the Board of Directors. (a) Coachmen’s Regular meetings of the Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with be held on at least two Business Days prior notice a quarterly basis at such date and time as the Board of Directors may designate. Special meetings of the Board of Directors may be called at any time by the Chairman and shall be called by the Chairman at the written request of any Director who makes such request in good faith. Unless otherwise agreed by all of the Directors prior to a meeting, meetings of Coachmen’s the Board of DirectorsDirectors may be held only in New York, as well as provide to the Lender copies of all noticesNew York or Chicago, minutes, consents, and other materials that it provides to the members of its Board of DirectorsIllinois.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders Notice of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors or any committee thereof stating the place, date and (ii) an additional “independent director” (as hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than 30 days before the date of the meeting; provided that the Chairman or the Director requesting the meeting may reduce the advance notice period for any meeting to no less than four Business Days if the Chairman or such term Director determines, acting reasonably and in good faith, that it is defined necessary in the Exchange Act)best interests of the Company for the Board of Directors to take action within a time period of less than 30 days. Notice of any meeting may be waived in writing by any Director. Presence at the meeting shall constitute waiver of any deficiency of notice under this Section 5.3, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement and does not otherwise attend the meeting.
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment The Secretary of the Lender’s designees Company shall circulate to the Board of Directors and (ii) ability each Director an agenda for each meeting not less than five Business Days in advance of such directors quarterly meeting (or if sent by facsimile or email, three Business Days before the date of such meeting). In the case of a quarterly meeting, such agenda shall include a discussion of the financial reports most recently delivered pursuant to appoint additional directorsArticle 6 and any other matters that a Director may reasonably request to be included on such agenda (subject, in each however, to Section 6.6 and Section 11.6). In the case as provided above (including without limitation with respect to of a special voting rights)meeting, the agenda for such meeting shall be expressly permitted established by the terms of Chairman and shall include any matters specified by the Director requesting such By-laws meeting, if applicable, and cannot shall be modified without provided to each Director at the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendmentmeeting is called.
(d) The Borrowers presence in person or by proxy of a number of Directors equal to a majority of the Whole Board shall indemnify constitute a quorum for the Lender’s director designee(sconduct of business at any meeting of the Board of Directors; provided that, in order to constitute a quorum, (i) at least a majority of the Directors present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors and subject to the fullest extent permitted last sentence of this Section 5.3(d), at least one Director present in person or by law proxy must be a Director appointed by CME Group. If such quorum shall not be present at any meeting of the Board of Directors, the Directors present shall adjourn the meeting and promptly give notice of when it shall be reconvened, which notice shall include a copy of the notice previously given with respect to such meeting and, if applicable, shall specify in writing that the Board of Directors has invoked the procedures with respect to such reconvened meeting set forth in the following sentence. If such notice is given and the reconvened meeting is held at least 48 hours after the meeting at which a quorum was not present, then, at such reconvened meeting, the presence in person or by proxy of at least one Director appointed by CME Group shall not be required in order for a quorum to be present, provided, however, that (A) the director Indemnification Agreement. The Borrowers shall provide director only business that may be conducted at such reconvened meeting is the business specifically set forth in the notice of meeting for the original meeting and officer liability insurance coverage (B) no action that requires Board Supermajority Approval under Section 5.3(f) may be taken at such reconvened meeting unless at least one Director appointed by CME Group is present and such action is approved in accordance with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the LenderSection 5.3(f).
(e) Coachmen Each Director shall compensate be entitled to cast one vote with respect to each director appointed or elected to matter brought before the Board of Directors pursuant to (or any committee thereof of which such Director is a member) for approval. Except as set forth in Section 8.10(b) hereof on 5.3(f), the same or better terms as it compensates each other director on affirmative vote of a majority of the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee Directors in attendance at any meeting of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings. None of the Directors appointed or elected committee thereof) at which a quorum is present shall be required to authorize any action by the Board of Directors pursuant (or any committee thereof) and shall constitute the action of the Board of Directors (or any committee thereof) for all purposes.
(f) Notwithstanding any other provision of this Agreement (but subject to Section 8.10(b) hereof shall at any time serve on 5.3(g), Section 10.4 and Section 11.4), if CME Group’s Parent Aggregate Percentage Interest has not gone below the Independent CommitteeCME Group Threshold, participant in any deliberations authorization of the Independent Committee following actions shall require the affirmative vote of (unless invited to do so by the Independent Committeei) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing Directors in this Section 8.10 shall prevent attendance at any meeting at which a quorum is present and (ii) the Holders affirmative vote of at least one Director appointed by CME Group (“Board Supermajority Approval”) and no Company Entity may take any of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equity.following actions without such approval:
Appears in 1 contract
Meetings of the Board of Directors. (a) Coachmen’s Meetings of the Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with be concured whenever necessary but at least two Business Days prior notice once a year and shall be chaired by the Chairman of any meetings GEC Africa. If the Chairman cannot do so, the Managing Director of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of DirectorsGEC Africa does so.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders Notice of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to all meetings of the Board of Directors shall be made at least three (3) weeks in advance to each annual or special meeting for the election of directorsDirector and, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurredwhere appropriate, to appoint the statutory auditor, and, where someone needs a Board of Directors to avoid being notified as the four meetings referred to above, each Director and, where appropriate, the statutory auditor shall be notified. , by fax, as far as possible before the meeting, but in no case less than three (i3) an additional director days before the meeting.
(c) The statement referred to in point (b) shall include the agenda for all matters dealt with at the ability meeting, in so detail, how reasonable and necessary for directors and statutory auditors to examine, where appropriate, the issues to be examined at the meeting, and in any event describe in detail all such matters referred to in section 6.2 below.
(d) All resolutions of the Board of Directors shall be adopted by a positive vote five of three (53) director votes or more directors at any annual or special the meeting of the Board of Directors. If directors vote in favour of them, the adoption of the resolution shall be determined by a majority of all shareholders.
(e) The nature of the procedure held at the meeting of the Board of Directors and (ii) an additional “independent director” (as such term is defined its resolutions shall be recorded in the Exchange Act).
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment minutes of the Lender’s designees to meeting containing the Board names and stamps of Directors the meeting chairperson, directors and (ii) ability statutory auditors present at the meeting. The minutes of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), the meeting shall be expressly permitted by kept in the terms post of such By-laws and cannot be modified without the consent Head of GEC Africa for ten (10) years. Copies of the Lender at any time minutes the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment board of directors is immediately delivered to its By-laws or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directorsshareholder.
(f) Prior to The reasonable travel and accommodation costs of the initial Closing Date, Coachmen shareholders of the Gec Africa Board and/or the shareholders of gec Africa shall establish a committee be borne by GEC Africa. 6.1.5 Requirements requiring the unanimous approval of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financingsDirectors. None of the Directors appointed or elected to the The Board of Directors pursuant to Section 8.10(bshall require unanimous approval: (a) hereof shall at any time serve the adoption, amendment or repeal of the rules on the Independent Committee, participant in any deliberations maintenance of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equityshareholders.
Appears in 1 contract
Samples: Joint Venture Agreement
Meetings of the Board of Directors. (a1) Coachmen’s Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with at least two Business Days prior notice of any meetings of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special The first meeting of the Board of Directors and shall be held within ninety (ii90) an additional “independent director” days from the date of issuance of the Business License. At the first meeting, the Board of Directors shall adopt resolutions concerning the following matters:
(as such term is defined in a) approval of the Exchange Act).Business Plan;
(b) appointment of the Management Personnel;
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment approval of the Lender’s designees accounting system and procedures to be used by the Joint Venture Company;
(d) approval of the basic management system and any other business systems of the Joint Venture Company which require the deliberation and adoption of a resolution;
(e) opening bank accounts of the Joint Venture Company, and designate signing authority; and
(f) other matters which the Board of Directors and (ii) ability consider need to be deliberated at the first meeting of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f2) Prior After the first meeting, the Board of Directors shall hold at least one (1) regular meeting in each calendar year. Upon the written request of more than one-third (1/3) of the directors of the Joint Venture Company specifying the matters to be discussed, the Chairman of the Board of Directors shall within thirty (30) days of receipt thereof convene an interim meeting of the Board of Directors. The Chairman of the Board of Directors also may himself convene an interim meeting.
(3) The Chairman of the Board of Directors shall give written notice, including the time and place of the meeting and the agenda, to each of the directors at least fifteen (15) days prior to any meeting of the Board of Directors. A Board of Directors meeting held without proper notice having been given to any director shall be invalid unless such director, either before or after the meeting, delivers a written waiver of notice to the initial Closing Date, Coachmen Chairman. Meetings shall establish be held at the registered address of the Joint Venture Company or such other address in China or abroad as may be determined by the Chairman of the Board of Directors. The Chairman of the Board of Directors shall set the agenda for Board of Directors meetings and shall be responsible for convening and presiding over such meetings.
(4) Each Party has the obligation to ensure that its appointees to the Board of Directors attend all meetings either in person or by proxy. More than two-thirds (2/3) of all the directors shall constitute a committee quorum for all meetings of the Board of Directors (such directors may be present in person or by proxy). If the director(s) appointed by a Party fail to attend a Board of Directors meeting convened in accordance with the provisions of this Contract and the Articles of Association, and does not appoint a proxy to represent him in attending the meeting, with the result that the directors attending the meeting do not constitute a quorum and therefore cannot adopt valid resolutions, then the other Party (the “Independent CommitteeNotice Server”) responsible may serve written notice on the director(s) who failed to attend the meeting and on the Party that appointed such directors (the “Notice Recipient”), urging them to attend a Board of Directors meeting at the time and place stipulated in the notice. The above notice shall be sent by international courier service delivered letter for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder international communications or thereunder, as well as any and all matters relating by registered post for domestic communications at least sixty (60) days prior to the Holders or any alternative financings. None date of the Directors appointed or elected meeting. The notice shall state clearly that the Notice Recipient shall reply in writing within no less than forty-five (45) days after the sending of the notice as to whether its directors will attend the Board of Directors pursuant meeting. If the Notice Recipient fails to Section 8.10(breply within the time period stipulated in the notice as to whether or not the directors will attend the Board of Directors meeting, it will be deemed to have waived its rights and, after the Notice Server has obtained confirmation of delivery from the international courier service or the registered post , the directors appointed by the Notice Server may hold a special Board of Directors meeting. Even if the directors attending such special Board of Directors meeting do not constitute a quorum for Board of Directors meetings, they nonetheless may adopt, by unanimous vote of all the directors attending such special Board of Directors meeting, valid resolutions concerning any issue or matter of major importance to the Joint Venture Company.
(5) hereof If a director is unable to attend Board of Directors meetings or to carry out his other duties as director, he may issue a proxy and entrust a representative to attend meetings or carry out his other duties on his behalf. The representative so entrusted shall at any time serve on have the Independent Committee, participant same rights and powers as the director who entrusted him. One person may represent more than one director by proxy.
(6) The Board of Directors shall cause complete and accurate minutes (in any deliberations both Chinese and English) to be kept of all Board of Directors meetings. Draft minutes of meetings shall be distributed to all the directors within twenty (20) days after the date of the Independent Committee meeting. Any director who wishes to propose an amendment or addition shall submit the same in writing to the Chairman within twenty (unless invited 20) days after receipt of the draft minutes. (No amendments or additions shall be proposed to do so by written resolutions signed at a meeting.) The Chairman shall complete the Independent Committeefinal minutes and distribute them to each director and each Party not later than sixty (60) or have any power to direct or influence days after the actions of any director serving on the Independent Committeemeeting. The Independent Committee Joint Venture Company shall have full authority to select maintain a file of all Board of Directors meeting minutes and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition make the same freely available to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority Parties and their authorized representatives.
(7) So long as all of the Independent Committee; providedmeeting participants can communicate with one another, that, nothing in this Section 8.10 shall prevent the Holders Board of the Securities from exercising any and all rights that they Directors meetings may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, be held by means of conference telephone or otherwise in law or equitysimilar communications equipment.
Appears in 1 contract
Samples: Joint Venture Contract (Sothebys)