Purchaser Director Clause Samples

POPULAR SAMPLE Copied 1 times
Purchaser Director. The Purchaser Director shall upon closing be elected to the Board of Directors of the Company, and the Purchaser Director shall, upon closing, be appointed as a member of the Executive Committee of the Board.
View SourceView Similar (2)
Purchaser Director. In accordance with the Amended Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each director with a customary public company director indemnification agreement.
View SourceView Similar (2)
Purchaser Director. (a) Purchaser shall be entitled to designate one (1) individual to serve as a member of the Board (such director referred to herein as the "Purchaser Director"). The Purchaser Director shall be an employee, officer or director of Purchaser or of an Affiliate of Purchaser. The Purchaser Director shall be elected pursuant to Section 8.1(b) hereby. Upon the expiration of the term of such Purchaser Director, a Purchaser Director shall be designated and elected for successive terms pursuant to the provisions hereof. (b) The Company agrees that it shall take all actions within its power to facilitate the election of the Purchaser Director and to cause the Purchaser Director to be appointed as a member of the Executive Committee of the Board, including without limitation recommending the election of such Purchaser Director as is designated by Purchaser from time to time. Such election shall be pursuant to the provisions of the Certificate of Designations while Shares remain outstanding. Following conversion of all of the Shares into Common Stock, such election shall be by the stockholders of the Company at any annual meeting or special meeting of stockholders (or, in the case of a vacancy in the Purchaser Director, by election of the remaining directors). The Company shall, if requested by Purchaser, take all actions within its power to cause the removal, with or without cause, of any Purchaser Director. (c) Any action taken by a Purchaser Director in his capacity as a director of the Company (such as approving or authorizing transactions, adopting resolutions, etc.) shall be considered to be an action taken by such director solely in his capacity as a director and not in any other capacity and shall not be construed as, considered to be or deemed to be an action taken by Purchaser and such action shall not in any way bind, obligate, estop, waive the rights of or otherwise affect in any way Purchaser (in its capacity as stockholder or otherwise) or the director in any capacity other than as director of the Company.
View SourceView Similar (2)
Purchaser Director. The Seller will, and will cause its Affiliates to, vote all of their respective shares of Common Stock in favor of the election of the Purchaser Director (as defined in Section 7.5(b) of the Company Purchase Agreement), for so long as the Purchaser is entitled under the Company Purchase Agreement to designate a Purchaser Director.
View Source
Purchaser Director. (i) Subject to receipt of the Required Regulatory Approvals and the results of the Commercial Agreement meeting or exceeding the Company’s reasonable expectations, if the Company Board decides to increase the number of directors on the Company Board, the Company shall strongly consider in good faith adding a designee of Purchaser to the Company Board (a “Purchaser Director”) (and if a Purchaser Director is so appointed to the Company Board, Purchaser’s right to designate a Purchaser Observer pursuant to Section 6.4(a) shall terminate and, unless such individual is the Purchaser Director, any individual serving in such capacity shall immediately resign and cease all participation in Company Board meetings), who shall be reasonably satisfactory to and must satisfy the governance requirements applicable to the Company Board, and who shall serve on the Company Board until the then next annual meeting of the Company’s stockholders. Thereafter, the Company shall nominate the Purchaser Director for election at each annual meeting of stockholders of the Company until the earlier of (i) Purchaser ceasing to satisfy the Ownership Threshold (as defined below) or (ii) Purchaser ceasing to satisfy the Alternative Ownership Threshold (as defined below). Notwithstanding the foregoing, Purchaser shall not be permitted to designate the Purchaser Operating Executive as a Purchaser Director. The parties hereby agree that each of the persons set forth on Schedule 6.4 of this Agreement are reasonably satisfactory, and satisfy the governance requirements applicable, to the Company Board, and the Company and the Company Board shall accept any such Person as the Purchaser Director if so designated by Purchaser, subject to the Company’s satisfactory review of a director and officer questionnaire completed by such Person and other standard processes of the Company, including a background check of such Person. (ii) Any Purchaser Director shall, subject to such nominee’s compliance with the Board Compliance Requirements be afforded no less favorable treatment (but excluding the enhanced voting rights afforded THL’s representatives on the Company Board under the Company Charter) than all other Company Board members are generally afforded with respect to all matters, including voting rights, access to the Company’s information and management, equity grants and benefits. For the avoidance of doubt, any such Purchaser Director shall be required to comply with the Company’s standard proce...
View Source
Purchaser Director. 18 9.1. Right of the Purchaser to Designate Director....... 18 9.2. Board and Committee Notice Requirement............. 18 9.3. Reimbursement of Certain Expenses.................. 18 9.4. Directors' Indemnification; Insurance.............. 19 SECTION 10. Standstill......................................... 19
View Source

Related to Purchaser Director

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

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

  • Director An Approved User who is generally a senior IT official of the Requester with the necessary expertise and authority to affirm the IT capacities at the Requester. The IT Director is expected to have the authority and capacity to ensure that the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy and the Requester’s IT security requirements and policies are followed by all of the Requester’s Approved Users.

  • Potential Investor’s Representative The Potential Investor, if any, has appointed the Potential Investor’s Representative, if any, identified above, as Potential Investor’s broker or other intermediary with respect to the purchase of the Property. The Potential Investor agrees to pay out of Potential Investor’s own funds all brokerage fees, finder's fees or any other compensation claimed by the Potential Investor’s Representative or any broker or intermediary other than JLL in connection with Potential Investor’s interest in or proposed or actual purchase of the Property or any interest therein. The Potential Investor’s Representative, if any, by signing below, agrees to be bound by all the terms and conditions of this Agreement whether stated as obligations of the Potential Investor or a Related Party under the terms and conditions of this Agreement. The Potential Investor’s Representative, if any, further agrees by signing below that it will not look to the Owner, JLL or any Owner/JLL Related Party for any brokerage commissions, finder's fee or any other compensation claimed in connection with the sale of the Property or any interest therein to the Potential Investor or any other party (whether or not consummated for any reason). The Potential Investor's Representative, if any, by its signature hereto agrees herewith that its authorization to act in any capacity with respect to the purchase of the Property is limited to representing the Potential Investor and agrees that it will not discuss or exchange any information regarding the Property with any party other than the Potential Investor. Potential investor and Potential Investor’s Representative, if any, by its signature hereto agree to hold JLL and Owner, its officers, directors, partners, employees, agents, representatives, and any of their affiliates, beneficiaries, successors, and assigns harmless from, and shall indemnify and defend them against any and all fines, losses, damages suites, claims actions, demands, liabilities, costs and expenses (including court costs and attorney’s fees) of any kind, nature or character (collectively, the “Claims”), in connection with, related to, resulting from or arising or alleged to have arisen in connection with the Potential Investor’s Representative’s actions.

  • Shareholder Representative (a) Each of the Indemnifying Securityholders hereby appoints EK Holdings as its agent and attorney-in-fact, as the Shareholder Representative (the "Shareholder Representative") for and on behalf of the Indemnifying Securityholders to give and receive notices and communications, to authorize payment to Parent from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer of EK Holdings, shall be the only person authorized to take any of the foregoing actions for EK Holdings, in its capacity as Shareholder Representative hereunder. Such agency may be changed by the Indemnifying Securityholders, as the case may be, from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund (or, in the event there are no amounts remaining in the Escrow Fund, by any four (4) of the six (6) Principal Shareholders) agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, upon the occurrence of any Shareholder Representative Substitution Event, then, without any further action on the part of EK Holdings, any Indemnifying Shareholder, the Company, Parent or the Escrow Agent, EK Holdings shall automatically be removed as the Shareholder Representative hereunder and ▇▇▇▇ ▇▇▇▇▇▇ shall automatically be substituted as the Shareholder Representative hereunder. EK Holdings shall give Parent and ▇▇▇▇ ▇▇▇▇▇▇ prompt written notice of the occurrence