Representation on Board of Directors. Member shall have the right to appoint a single representative to the Board of Directors, and such representative shall have five votes.
Representation on Board of Directors. So long as any Shares remain outstanding, the Company will use its best efforts to cause and maintain the election to the Board of Directors of (a) two people designated by the holders of a majority of the Series C Preferred Stock outstanding, including Common Stock issued upon conversion of such Series C Preferred Stock (each a "Series C Director"), and (b) two people designated by the holders of a majority of the Series A and Series B Preferred Stock outstanding, including Common Stock issued upon conversion of such Series A and B Preferred Stock. One Series C Director shall be designated by The Sprout Group and the other Series C Director shall be designated, subject to the consent of The Sprout Group, by a holder of at least 2,419,355 shares of Series C Preferred Stock in the aggregate. In the event that two or more holders of Series C Preferred Stock, other than The Sprout Group, each hold in excess of 2,419,355 shares of Series C Preferred Stock, then that holder holding the greatest number of shares of Series C Preferred Stock shall have the right to designate the remaining Series C Director. In the event that two or more such holders hold an equal number of Series C Preferred Stock, then The Sprout Group shall determine which of them shall designate the remaining Series C Director. For the purposes of this paragraph, a "holder" shall include the affiliates of any holder.
Representation on Board of Directors. Member shall have no right to appoint a representative to the Board of Directors.
Representation on Board of Directors. The Management Company shall take such actions as may be necessary to provide that a physician member of the Medical Group may attend and observe meetings of the Management Company's Board of Directors; provided, however, that such physician member shall not be entitled to vote on any matters acted upon by the Management Company's Board of Directors; provided further, that the obligations under this Section 17.8 shall become null and void upon the consummation of an initial public offering of the Management Company's common stock.
Representation on Board of Directors. So long as the shares of the Company's Common Stock issued or issuable under the Warrants or Notes (as defined in the Loan Agreement) and any other equity securities held by the Investors constitute at least ten
Representation on Board of Directors. The Company shall maintain its Board of Directors in accordance with the terms of its Restated Certificate of Incorporation and the Certificate of Designation. The Company shall maintain a provision in its Bylaws or charter providing for the indemnification of its directors to the fullest extent permitted by the laws of Delaware.
Representation on Board of Directors. Each of Alignvest and Sagicor shall take all necessary actions such that at the Effective Time the Alignvest Board shall be comprised of the following directors: Dxxxxxxx Xxxxxx, Sxxxxxx XxXxxxxx, Sxx Xxxxxx Xxxxxxx, Pxxxx Xxxxxx, Sxxxxxx Xxxxx, Mxxxxx Xxxx and Jxxx Xxxxxxx (as nominees of Sagicor), and Mxxxxxx Xxxxxx, Txxxxxx Xxxxxxx, Rxxx Xxxxxx, Rxx Xxxxxxxx and Axxxx Xxxxxxxx (as nominees of Alignvest II LP and the parties to the K and H Subscription Agreements). If any such person is unable to serve for any reason the nominating party shall have the right to nominate a replacement”.
(d) Section 7.01(d) of the Arrangement Agreement is amended by adding at the end thereof “(or, if applicable pursuant to TSX procedures, within five (5) Business Days following the Effective Time).”.
(e) Section 8.02(b)(i) of the Arrangement Agreement, as amended pursuant to the First Amendment, is deleted in its entirety and replaced with the following:
(i) the Effective Time shall not have occurred on or before November 30, 2019 (the “Outside Date”); provided that, if on the Outside Date any of the conditions set forth in Section 7.01(d), Section 7.01(f), Section 7.01(g), Section 7.01(h), Section 7.01(i) or Section 7.01(j) (to the extent relating to the matters set forth in Section 7.01(f), Section 7.01(g), Section 7.01(h) or Section 7.01(i)) shall not have been satisfied but all other conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time, but provided that such conditions shall then be capable of being satisfied if the Effective Time were to occur on the Outside Date), then the Outside Date may be extended by either Party by delivery of written notice to the other Party to December 31, 2019 and such date shall become the Outside Date for purposes of this Agreement; and provided, further that, the right to terminate this Agreement pursuant to this Section 8.02(b)(i) shall not be available to any Party if the failure of the Effective Time to occur on or before the Outside Date is caused by a failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time and such action or failure to perform constitutes a breach in any material respect of this Agreement; or”.
Representation on Board of Directors. Brazos County shall have the unequivocal right to appoint to and maintain one (1) member on the TIRZ #21 Board of Directors. The appointment will be for a two (2) year term commencing January 1, 2025. A person may be reappointed for subsequent terms without limitation. If Brazos County appoints a director after January 1 2025, the director shall serve for the remainder of the unexpired term.
Representation on Board of Directors. (a) From and after the Closing, the Company shall take all necessary or desirable action within its control to, and the Shareholders shall take all necessary or desirable action within its control (including, without limitation, voting its shares) to, cause the following persons to be elected as directors in connection with each annual or special meeting held for the election of directors of the Company following the date hereof:
(i) Pearson shall have the right to designate one person for appointment as a director (the "Pearson Director"), who shall initially be Xxxx Xxxxxx;
(ii) Cherry Tree shall have the right to designate one person for appointment as a director (the "Cherry Tree Director"), who shall initially be Xxxx Xxxxxxxxxxxx;
(iii) Equity-VI shall have the right to designate one person for appointment as a director (the "Equity-VI Director"), who shall initially be Xxxxxx Xxxxxx;
(iv) So long as Shank (i) is chief executive officer of the Company or (ii) owns not less than the Minimum Equity Amount (as defined below), Shank shall have the right to designate one person (which may be Shank) for appointment as a director (the "Shank Director"), who shall initially be Xxxxxxx Xxxxx;
(v) The holders of 66 2/3% of the then outstanding shares of Class G Preferred Stock shall have the right to designate one person for appointment as a director, who shall initially be Xxxxxxx Xxxxxxxx (the "Class G Director");
(vi) The Forstmann Little Entities holding shares of Capital Stock of the Company and Shank (or if Shank is not the chief executive officer of the Company, the chief executive officer of the Company) shall have the right to jointly designate one person for appointment as a director (the "Xxxxxxxxx-Xxxxx Director"), provided however, that Shank hereby agrees that he shall approve the appointment of Xxxxxx X. Xxxxxx or T. Xxxxxxxx XxXxx if the Forstmann Little Entities desire to appoint either Xx. Xxxxxx or Xx. XxXxx to such directorship;
(vii) The directors designated pursuant to (i) - (v) above (by majority vote) shall have the right to jointly designate one person for appointment as a director (the "Preferred Director"; together with the Pearson Director, the Cherry Tree Director, the Equity-VI Director, the Shank Director, the Xxxxxxxxx-Xxxxx Director and the Class G Director, the "Designated Directors"), who shall initially by Xxxxxx Xxxxx; and
(viii) The Board of Directors shall include two independent directors, who shall initially be Xxxxx Xx...
Representation on Board of Directors. If the Partnership converts to a corporation, limited liability company or other entity (whether by virtue of corporate reorganization, merger, conversion or otherwise)(herein referred to as the "Successor Entity"): (i) the Class C Limited Partners, for so long as the Class C Limited Partners hold at least 10% of the equity interests (capital stock, membership interests or otherwise) of the Successor Entity, they shall have the right to designate one director or manager of such entity; (ii) Xxxxxxxx, for so long as Xxxxxxxx holds at least 2.5% of the equity interests (capital stock, membership interests or otherwise) of the Successor Entity (either directly or indirectly through their limited partner interest in Xxxx), it shall have the right to designate one director or manager of such entity; and (iii) Trout, for so long as Trout holds at least 20% of the equity interest (capital stock, member interest or otherwise) of the Successor Entity, it shall have the right to designate up to five (5) directors or managers of such entity. Provided, however, should Xxxxxxxx not exercise its option to purchase $500,000.00 in additional Units prior to the Expiration Date, as provided in Section 3.c. of this Second Amendment, then its right to designate a director or manager shall be subject to termination in the discretion of the Partnership or the Successor Entity. Provided, further, should Trout elect to waive its right to designate any directors (so that it has no right to designate any director or manager) in connection with a sale of securities of the Partnership or Successor Entity which raises $10,000,000.00 or more, then the Class C Limited Partners and Xxxxxxxx will agree to waive their designation right as well. There shall be not more than 7 directors or managers of the Successor Entity, except upon the consent of the Class C Limited Partners and Xxxxxxxx (so long as Xxxxxxxx has a designation right). The designation of the director or manager by the Class C Limited Partners shall be determined by a vote of 65% of the Class C Limited Partners other than Xxxxxxxx for so long as Xxxxxxxx has a right to designate a director or manager, and thereafter upon the Approval of the Class C Limited Partners (including Xxxxxxxx).