Board Seat definition

Board Seat. The Investor shall have the right to appoint one (1) director to the Company’s board of directors. Preference Rights of the Investor: The Investor shall enjoy customary preference, privileges and rights as holder of preference shares, including without limitation to rights on voting, veto, liquidation preference, conversion, anti-dilution, registration, information and inspection, dividend, right of first refusal and co-sale, drag-along and redemption. Preferences and rights attached to Series E Preferred Shares shall be more favorable than those of Company’s existing common shares and preferred shares. Closing Conditions: The obligations of the Investor to close the proposed Transaction will be subject to the fulfillment of customary closing conditions, including (but not limited to): (1) satisfactory completion of financial and legal due diligence by the Investor; (2) execution and delivery of the Definitive Agreements; and (3) receipt of all approvals, consents and qualifications, as necessary, to execute the Definitive Agreements by all transaction parties (including approvals from the Investor’s board).

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Board Seat. As long as the Seller holds more than 5% of Purchaser’s outstanding capital stock but at least for a period of one year from the Closing Date, Seller shall be entitled to have one Board seat at Purchaser. Purchaser shall be obliged to procure that all future shareholders of Purchaser are legally bound to obey this right of Seller and to participate within their legal powers in appointing/revoking/replacing the person designated by Seller for such Board seat as per the instructions of Seller.

Board Seat. As long as the Seller holds more than 5% of Purchaser’s outstanding capital stock but at least for a period of one year from the Closing Date, Seller shall be entitled to have one Board seat at Purchaser. Purchaser shall be obliged to procure that all future shareholders of Purchaser are legally bound to obey this right of Seller and to participate within their legal powers in appointing/revoking/replacing the person designated by Seller for such Board seat as per the instructions of Seller. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Examples of Board Seat in a sentence

• The first directors of the Company shall be appointed by the subscribers to the Memorandum; and thereafter, the directors, including the Springing Board Seat, shall be elected by the members for such term as the members determine in the resolution of members approving such appointment.

• Any director appointed or nominated by the Board of Directors pursuant to this Section 2.4 shall serve until the next annual meeting of stockholders at which directors are to be elected, at which time the Sponsor Stockholder that failed to originally designate a nominee to fill the Additional Board Seat shall, subject to Section 2.3 of this Agreement, again have the right to designate a nominee to fill such Additional Board Seat.

• If a Sponsor Stockholder has not designated a nominee to fill an Additional Board Seat that is to be created by increasing the size of the Board of Directors pursuant to this Section 2.1, the Company shall send notice to such Sponsor Stockholder thirty (30) days prior to the deadline by which the Board of Directors is to be expanded pursuant to this Section 2.1.

• The Company shall take all Necessary Action to increase the size of the Board of Directors as provided in this Section 2.1. The Company agrees not to increase the size of the Board of Directors to create an Additional Board Seat any earlier than is required by this Section 2.1 if one or more of the Sponsor Stockholders is entitled, but unable at such time, to designate a nominee to fill such Additional Board Seat.

• In any such case described in clauses (i) through (iv) of the immediately preceding sentence, the Shareholder will withdraw the designation of such proposed Shareholder Designee and, during the Board Seat Period, be permitted to designate a replacement therefor (which replacement Shareholder Designee will also be subject to the requirements of this Section 2.2).

• Each board seat created by increasing the size of the Board of Directors in excess of the Initial Board Seats pursuant to this Section 2.1 shall be referred to herein as an “Additional Board Seat.” The Company shall increase the size of the Board of Directors pursuant to this Section 2.1 to create an Additional Board Seat upon the request of a Sponsor Stockholder that is then entitled to designate a nominee to fill an Additional Board Seat.

• The Board of Directors shall cause one director designated by the Board of Directors pursuant to this Section 2.4 not to stand for reelection at such annual meeting of stockholders for each Additional Board Seat with respect to which a Sponsor Stockholder has regained designation rights pursuant to this Section 2.4 and has designated a nominee pursuant to such rights.

• If a Sponsor Stockholder fails to designate a nominee to fill an Additional Board Seat by the time such Additional Board Seat is created pursuant to Section 2.1 of this Agreement, the Board of Directors shall have the right to designate a nominee to fill such Additional Board Seat.

• Parent shall have received from each person who is identified in the Affiliate Letter as an "affiliate" of Parent, an Affiliate Agreement, and such Affiliate Agreement shall be in full force and effect; and (h) Parent Board Seat.

• The term of this Agreement shall commence upon the Effective Date and shall terminate on the Investor Board Seat Fall-Away (as defined in the Investment Agreement) unless terminated earlier as permitted herein (“Term”).

More Definitions of Board Seat

Board Seat. As provided in subsection (d) of Section 3.2 above, immediately prior to the Closing, the Board of Directors of Accessity shall have designated an individual to serve on the Board of Directors of Accessity as a Class II director (thereby holding such board seat until the annual meeting of Accessity shareholders to be held in the fourth calendar quarter of 2005).

Board Seat. So long as you are employed as Chief Executive Officer, the Company will use its reasonable efforts, subject to applicable law and the rules of the Nasdaq Stock Market (“Nasdaq”) and the Company’s bylaws, to cause you to be nominated for election to the Board at the Company’s annual shareholder meeting (and for future years, re-election) as a director of the Company. Base Salary: $595,000 per year (the “Base Salary”) to be paid according to the Company’s normal payroll cycle. Your Base Salary will be reviewed at least annually and may be adjusted upward or downward by the Compensation Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion. CEO Equity Grant: On the Start Date, you will be granted 50,000 Restricted Stock Units under our 2012 Omnibus Equity Incentive Plan, as amended (the “Equity Plan”). The Grant will be subject to a 5-year annual vesting schedule with the first annual vesting and issuance occurring on the one-year anniversary of the Start Date. The Grant will be subject to such other terms and conditions specified by the Compensation Committee, the Equity Plan, the award agreement that you must execute as a condition of the grant, and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Annual Incentive Opportunity: Beginning January 1, 2020 and for each full calendar year during the Term thereafter, you will be eligible to participate in an annual incentive program adopted in writing and approved by the Compensation Committee (the “AIP”). Your target incentive under the AIP will equal 100% of your Base Salary as of the first day of the calendar year, with the opportunity to earn up to (but not exceed) 150% of your Base Salary as of the first day of the calendar year. Whether you are entitled to receive an AIP payment, and the amount and form of such payment, will depend on the attainment of written quantitative and qualitative performance goals, including financial performance goals, establish by the Compensation Committee in its sole discretion. The amount and form of the AIP, if any, will be certified by the Compensation Committee in February of the year following the year to which the AIP relates, and the earned AIP, if any, will be paid to you no later than March 15 of the year following the year to which the AIP relates (e.g., the AIP for 2020, if any, will be paid no later than March 15, 2021). Except as set forth below, you must be employed by the Company through the date the AIP is paid in order to earn and be e...

Board Seat. WNRG shall have the right to elect one director of the Company upon purchase of all shares shown above.

Board Seat means a seat on IRC’s board of directors, which shall entitle the holder of such seat to all of the privileges, terms, conditions and responsibilities enjoyed or assumed by all other members of the IRC board of directors;

Board Seat means a seat on the Buyer’s board of directors, which shall entitle the holder of such seat to all of the privileges, terms, conditions and responsibilities enjoyed or assumed by all other members of the Buyer’s Board of directors;

Board Seat. You will be nominated for appointment to both the Board of ----------- Commercial Federal Corporation and that of Commercial Federal Bank, requiring confirmation by the full Board of Directors.