Recommendation of the Class I Director Sample Clauses

Recommendation of the Class I Director. The Company agrees that it shall (x) take all necessary actions to nominate the Investor Group Designee as a Class I director for election to the Board at the 2024 Annual Meeting, to list the Investor Group Designee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2024 Annual Meeting and to solicit proxies for the election of the Investor Group Designee at the 2024 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and (y) unless the Board otherwise determines in good faith, after consultation with counsel, that taking such action would violate the Board’s fiduciary duties under applicable law (a “Fiduciary Duty Determination”), recommend for the election of the Investor Group Designee at the 2024 Annual Meeting in the same manner as it recommends and supports the election of the Company’s other director nominees. Notwithstanding the foregoing, as of the date of this Agreement, the Company represents that is not aware of any information, facts or circumstances that would cause it to not recommend or support the election of the Investor Group Designee to the Board at the 2024 Annual Meeting.
Sample 1
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Related to Recommendation of the Class I Director

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Definitions For purposes of this Agreement:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

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