Board Matters definition

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;

Board Matters means those matters set out in Part 2 of Schedule 1;

Board Matters is defined in Section 2.1.

Examples of Board Matters in a sentence

• The Board of Directors shall be empowered to exercise all such power and do all such acts and things as may be exercised or done by the Corporation with respect to the Exclusive Board Matters and such matters for which action by the Board of Directors is contemplated under any Committee Charter.

• 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 TABLE OF CONTENTS (continued) Page 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.

• 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 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 TABLE OF CONTENTS (continued) 6.

• ADDITIONAL COVENANTS 19 5.1 Insurance 19 5.2 Employee Agreements 20 5.3 Employee Stock 20 5.4 Matters Requiring Preferred Director Approval 20 5.5 Board Matters; Reimbursement 21 TABLE OF CONTENTS (continued) Page 5.6 Expenses of Counsel 22 5.7 Right to Conduct Activities.

• Prior to the Sunset, except as otherwise provided in Section 5.8 of the Certificate of Incorporation (including with respect to Exclusive Board Matters and Exclusive Committee Matters (as such terms are defined in the Certificate of Incorporation)), the Executive Committee shall exclusively have all power and authority conferred or imposed upon a board of directors by the DGCL or upon the Board of Directors by the Certificate of Incorporation or these Bylaws.

• 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.

• WASHBURN FROM: WILLIAM SLOAN XXXXXX XXXXXX CATHEXXXX XXXXX XXIENT: 92200 - XXXXX XXTTER: 012 - Xxxxxxxx Xxxer Board Matters RE: List of Regional and State Water Board Orders and Actions Following is a summarized list of the orders issued and actions taken by the Regional or State Board affecting The Pacific Lumber Company.

• ADDITIONAL COVENANTS 19 5.1 Insurance 19 5.2 Employee Agreements 20 5.3 Employee Stock 20 5.4 Matters Requiring Preferred Director Approval 20 5.5 Board Matters; Reimbursement 21 TABLE OF CONTENTS (continued) 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.

• Prior to the Sunset, except as otherwise provided in Section 5.8 of the Certificate of Incorporation (including with respect to Exclusive Board Matters and Exclusive Committee Matters (as such terms are defined in the Certificate of Incorporation)), the Executive Committee shall have all power and authority conferred or imposed upon a board of directors by the DGCL or upon the Board of Directors by the Certificate of Incorporation or these Bylaws.