Board Matters definition

Board Matters means those matters set out in Part 2 of Schedule 1;
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Board Matters. Board Composition: • 2 Directors appointed by affiliates of Oaktree Capital Management, L.P. (together with its affiliates, “Oaktree Holder”), one of whom shall be the chairperson of the Board, subject to the fall-away of such appointment right if the percentage ownership of Oaktree Holder falls below 10.0%, to one Director, and 5.0%, to no Directors; provided, that, in the event of the resignation or removal of a Director appointed by Oaktree Holder as a result of the fall-away of its appointment right, such seat will be filled pursuant to a customary majority vote of the equityholders;
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Board Matters is defined in Section 2.1.
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Examples of Board Matters in a sentence

  • ADDITIONAL COVENANTS 19 5.1 Insurance 19 5.2 Employee Agreements 20 5.3 Employee Stock 20 5.4 Matters Requiring Preferred Director Approval 21 5.5 Board Matters; Reimbursement 22 5.6 Expenses of Counsel 22 5.7 Right to Conduct Activities 22 5.8 Successor Indemnification 23 5.9 Termination of Covenants 23 6.

  • Decisions of the EquityCo Board that are not 5% Matters or Special Board Matters will be decided by a simple majority of the EquityCo Board.

  • Except for the Qualified Board Matters here below, resolutions of the BoD shall be approved with the majorities provided for by applicable Law.

  • Approval 20 5.5 Matters Requiring Key Holder Approval 21 5.6 Board Matters 21 5.7 Successor Indemnification 22 5.8 Initial Balance Sheet 22 5.9 Cash Management Policy 22 5.10 Compliance with SBA/SBIC Requirements 22 5.11 SBA/SBIC Inspection 22 5.12 Termination of Covenants 23 6.

  • Additional Covenants 20 5.1 Employee Agreements 20 5.2 Board Matters 20 5.3 Successor Indemnification 20 5.4 Termination of Covenants 21 6.

  • Subject to (i) certain 5% Matters and (ii) the Special Board Matters, the EquityCo Board shall be responsible for the overall direction, supervision and management of the EquityCo Group.

  • If a deadlock arises because the Managers fail to agree on any of the Reserved Board Matters, the matter shall be referred to the respective Chairmen of each Member who has the right to appoint one or more Managers with a view to it being resolved as early as possible in the best interests of the Associate Group.

  • The Reuters Parent, Aether Parent and the principals shall use their respective powers to ensure that no action or decision relating to any of the Reserved Board Matters is taken (whether by the Board, the Company, any Subsidiary of the Company or any of the directors, officers or employees of any member of the Company's Group) without the prior approval by resolution of the Board at a meeting at which at least four (4) Directors vote in favour of the relevant matter.

  • Shareholders Meeting of the Company; Company’s Board Matters 22 Section 5.09.

  • Provided, however, that as long as AAI along with the AAI Nominees, in the aggregate, holds not less than ten (10) percent of equity share of the JVC, any decision in relation to the Reserved Board Matters shall be considered as passed by a majority vote necessarily requiring the affirmative vote of the Directors nominated by ▇▇▇.

Related to Board Matters

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE ▇▇▇▇▇▇ PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF ▇▇▇▇▇▇ CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF ▇▇▇▇▇▇ IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE ▇▇▇▇▇▇ PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. ▇▇▇▇▇▇ HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE ▇▇▇▇▇▇ PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN ▇▇▇▇▇▇ HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY ▇▇▇▇▇▇. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Reserved Matters means those matters as indicated in schedule 1;

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Legal Matters In the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.