WINK Server Sample Clauses

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WINK Server. Module Studio shall be based on version 1.1 and localized for France (refer to Section 12).

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• Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

• Board Observers At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

• Observer The initial Observers shall be Su Hua (宿华). The Observer may participate in a meeting of the Board or of any committee of the Board by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. The Observer may be represented at any meetings of the Board of Directors by a proxy appointed in writing by him. The Observer has the right to give advice and make suggestions, but does not have a right in any way to vote on any matters determined by any resolutions. The Company shall deliver to the Observer copies of all notices, minutes, consents and other materials in relation to the meetings that the Company provides to the members of the Board at the same time and in the same manner as provided to the Board.

• Board Observer Hospital shall be entitled to have one representative of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to receive notice of all meetings of the Board, and Company shall give such Hospital Observer copies of all notices, minutes, consents and other material that it provides to its directors at or about the same time as delivered to such directors; provided, however, that: (a) Company reserves the right to exclude the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or portion thereof if Company reasonably believes that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve attorney-client privilege, (ii) in the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations under this Agreement, or (iii) to comply with the terms and conditions of confidentiality agreements with third parties; (b) the Hospital Observer shall be an Executive Director, Director, or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & Licensing; the identity of the Hospital Observer shall be subject to the approval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and (c) the Hospital, on behalf of Hospital Observer, shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company information disclosed to the Hospital Observer. Hospital’s right under this Section 12.9 shall expire upon the earlier of (A) the closing of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to the continuation of the Hospital Observer, the initial closing of such Series B preferred stock sale, provided the Parties shall agree on alternative arrangements to keep Hospital informed of the activities of the Company above the current reporting requirements.

• Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

• Exit Interview Upon termination of Employee’s employment for any reason, Employee agrees, if requested, to participate in an exit interview with the Company and reaffirm in writing Employee’s post-employment obligations as set forth in this Agreement.

• Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

• Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

• Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

• Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.