Representation on the Board of Directors. It is agreed that the City of Xxxx will be guaranteed three representatives on the AEDC Board of Directors (two City Council members appointed by the Mayor, and the City Manager). Furthermore, the City Manager will be guaranteed membership on the Executive Committee of the Board of Directors.
Representation on the Board of Directors. (a) The Company shall cause the Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above.
(b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers shall be entitled to all written materials directors are entitled to receive.
(c) The Company shall reimburse each Preferred Director and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors, including without limitation travel and living
Representation on the Board of Directors. The holders of the Convertible Preference Shares shall together be entitled by notice in writing to the Company to appoint (and remove) seven (7) Persons to the Board of Directors.
Representation on the Board of Directors. The Company and the principal shareholders of the Company shall use their best efforts to cause to be elected to the Company’s Board of Directors two persons acceptable to the Company and who are designated, from time to time, by the Placement Agent on behalf of the Subscribers. The Company shall reimburse such representatives for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Company’s Board of Directors. The Placement Agent’s right to designate representatives on the Company’s Board of Directors shall terminate two (2) years after the initial closing of the Offering.
Representation on the Board of Directors. (a) The Company shall use commercially reasonable efforts to cause to be elected to the Company's Board of Directors, effective as of the Closing, one person (the "FEL Director") designated by FEL who is an Eligible Person. "Eligible Person" means an individual (i) who is reasonably acceptable to the Company's Board of Directors, (ii) whose election to the Company's Board of Directors would not, in the opinion of counsel for the Company, violate or be in conflict with, or result in any material limitation on the ownership or operation of any business or assets of the Company or any of its Subsidiaries under, any Applicable Law and (iii) who has agreed in writing with the Company to comply with Section 6.4 and to resign as a director of the Company if requested to do so pursuant to this Section 5.3. With respect to each meeting of stockholders of the Company at which the FEL Director comes up for reelection, the Company shall use reasonable efforts to cause the FEL Director (or another Eligible Person designated by FEL) to be included in the list of candidates recommended by the Company's Board of Directors for election to the Company's Board of Directors. Upon the resignation, removal or death of any FEL Director on the Company's Board of Directors, the Company shall use reasonable efforts to have the vacancy thereby created filled with an Eligible Person designated by FEL.
Representation on the Board of Directors. Carry out all actions necessary so that on, or before, April 30, 2005, (i) an Obligor Shareholder Assembly is held, at which the person designated by the Bank for this purpose is nominated as a title-holding member to the Obligor’s Board of Directors, and/or (ii) a Corporación Durango Shareholders Assembly is held, at which the person designated by the Bank for this purpose is nominated a title-holding member to the Corporación Durango Board of Directors.
Representation on the Board of Directors. For a period of not less than five (5) years from the execution of this Agreement, EXTREME, the surviving entity will recommend and use its best efforts to appoint or elect (as the case may be) a designee of EXTREME, reasonably acceptable to THE COMPANY, as nonvoting advisor to, or as a member of its Board of Directors. Such designee or member shall attend meetings of the Board and receive no more or less compensation than is paid to other non-management directors of THE COMPANY and shall be entitled to receive reimbursement for all reasonable expenses incurred in attending such meetings including, but not limited to, meals, lodging and transportation. To the extent permitted by law, THE COMPANY will agree to indemnify EXTREME and its designee for the actions of such designee as advisor to or director of THE COMPANY. In the event, EXTREME, the surviving company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it will agree, if possible, to include each of EXTREME and its designee as an insured under such policy. If EXTREME does not exercise its option to designate an advisor or member of the Company's Board of Directors, EXTREME shall nevertheless have the right to send a representative (who need not be the same individual from meeting to meeting, although EXTREME shall endeavor to send the same representative to each meeting) to observe each meeting of the Board of Directors. The Company agrees to give EXTREME notice of each such meeting not later than it gives such notice and provides such items to the directors.
Representation on the Board of Directors. (a) The Board. Subject to the terms and conditions of this --------- Section 9, (i) at each annual or special meeting of shareholders of Holding or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Holding, the FS Entities agree to exercise, or cause to be exercised, voting rights with respect to the shares of Holding then held of record or beneficially owned by them in such a manner that Investor shall be elected to the Board of Directors of Holding, and (ii) at each annual or special meeting of shareholders of the Company or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of the Company, Holding agrees to exercise, or cause to be exercised, voting rights with respect to the shares of the Company then held of record or beneficially owned by Holding in such a manner that Investor shall be elected to the Board of Directors of the Company. If necessary, the Boards of Holding and the Company shall elect such additional independent members, if any, as may be required under applicable law or stock exchange requirements or by the National Association of Securities Dealers or underwriters in connection with the Initial Public Offering, and Holding and Investor shall each take all actions necessary in connection therewith.
Representation on the Board of Directors. The Company shall take all necessary actions to cause Aburdene to be elected as a member of the board of directors of FNB as soon as possible after the Closing but no later than the next regularly scheduled or special meeting of the Board of Directors of the Company. If Aburdene is not elected by such date, the Investor may elect to rescind its purchase of the Shares made pursuant to this Agreement. Aburdene shall be entitled to serve as a member of the Board of Directors of FNB until the first to occur of the following events: (i) the expiration or termination (by the Company or Aburdene) of the Letter Agreement, (ii) Aburdene or the Company shall have terminated his or its association with the other, as evidenced by the termination without renewal of any consulting agreement, employment agreement or any other agreement or understanding that defines such association, (iii) the sale of more than 75% of the Shares by the Investor, (iv) Aburdene no longer controls 100% of the voting power of the Investor or (v) Aburdene shall no longer qualify to be a director of FNB under the regulations of the Office of the Comptroller of the Currency. Immediately after the occurrence of any of the events listed in clauses (i) through (v) of the preceding sentence, Aburdene shall immediately resign as a director of FNB, and any resulting positions thereof.
Representation on the Board of Directors. The investors in this Offering shall have the right, for a period from the initial Closing through December 31, 2001, to designate up to three (3) persons reasonably acceptable to the Company to be members of the Board of Directors of the Company, including two (2) persons designated by Xxxxxxx X. Xxxxxx (including himself) and one (1) person designated by C. Xxxxxxx Xxxxx. The Company shall cause such number of directors currently serving on the Board of Directors to resign as directors on or reasonably promptly after the initial Closing of the Offering in order for the investors' designees to fill their vacancies. The Board of Directors shall consist of not more than seven (7) directors, except as otherwise required by the Restated Certificate of Incorporation of the Company. In addition, until the earlier of December 31, 2001 or Winfield Capital Corp. ("Winfield") is no longer a holder of any of the Company's securities, one (1) representative of Winfield, as a non-voting "visitor," shall have the right to receive notice of and to attend (at his or her own expense) all regular and special meetings of the Board of Directors (whether the meeting is held in person or by means of conference telephone or similar communications equipment), subject to such representative entering into a non-disclosure agreement in form customary for such situations. The Company agrees that it shall hold "in person" directors' meetings no less frequently than quarterly. The Company agrees to indemnify and hold the investors' designees harmless against any and all claims, actions, awards and judgments arising solely out of the attendance and participation by them at any such meetings described herein, in accordance with the Company's Restated Certificate of Incorporation and By-laws or as otherwise accorded to other directors of the Company. In the event the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it agrees, if possible, to include the investors' designees as insured under such policy.
