Qualifying Board Group Sample Clauses

Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 15% of the outstanding shares of Common Stock, such Board Group shall be entitled to designate only one individual to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause one of its designated directors to resign or to be removed from the Board. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 7.5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate any individuals to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause its designated director to resign or to be removed from the Board. For purposes of this Agreement, an "Affiliate" is any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition of "Affiliate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and as used in this Agreement the term "Person" means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.
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Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate individuals to serve on the Board, and such Board Group shall use its best efforts to cause its designated directors to resign or to be removed from the Board. For purposes of this Agreement, an "Affiliate" is any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition of "Affiliate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the term "Person" means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.
Sample 1
Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 15% of the outstanding shares of Common Stock, such Board Group shall be entitled to designate only one individual to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause one of its designated directors to resign or to be removed from the Board. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 7.5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate any individuals to serve on the Board, and such Board Group shall upon the Company's request on behalf of the
Sample 1

Related to Qualifying Board Group

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Union Committee ‌ The Union shall appoint and maintain a Committee comprising persons who are employees of the Employer, and/or the Senior Union Official, or her/his representative, which shall be known as the Union Committee. The Union at all times shall keep the Employer informed of the individual membership of the Committee.

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • JOINT LABOR MANAGEMENT COMMITTEE The parties agree that they will continue the Joint Labor-Management Committee to discuss matters of mutual interest relating to the employees covered by this Agreement. Topics for the Joint Labor-Management Committee may include, but are not limited to, Professional Development, Incentive Pay, etc. The Committee shall meet quarterly or as mutually agreed by the co-chairs. The President of CWA or designee and the Director of Human Resources or designee shall serve as co-chairs.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

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