Providence Director definition
Examples of Providence Director in a sentence
Any Providence Director of the Company may resign at any time by giving written notice to the Secretary of the Company.
The Company shall, and each holder of Company Shares shall use its best efforts to, cause the Board to maintain the following committees: (i) an Executive Committee, to be chaired by a THL Director, if any, selected by the Majority THL Investors, and including a Bain Director and a Providence Director, if any, selected by the applicable Investor Group, and the CEO Director (ii) an Audit Committee, (iii) a Compensation Committee and (iv) if the Board determines in its discretion, a Governance Committee.
Any Providence Director previously removed for cause shall not be eligible thereafter to serve as a Director of the Company.
The resignation of any Providence Director shall take effect upon the giving of such notice or at such later time as shall be specified in the notice, and the acceptance of the resignation by the Company or the remaining Directors shall not be necessary to make such resignation effective.
The removal of any Providence Director (including, without limitation, for cause) shall not prejudice or otherwise adversely affect the right of Providence to nominate pursuant to this Agreement a substitute Director to fill the vacancy created by such removal.
No Providence Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Judgment prohibiting service as a director of any public company.
The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company Charter Documents and/or any indemnification agreement entered into between the Company and the Providence Director (such that the Company’s obligations to such indemnitees are primary).
Each Lumpkin Director, Spectrum Director and Providence Director shall have ▇ ▇▇▇▇er of votes equal to (i) in the case of each of the two Lumpkin Directors, 50% of the number of Common Shares then held by the ▇▇▇▇▇▇n Group, (ii) in the case of the Spectrum Director, the number o▇ ▇▇▇▇▇n Shares then held by the Spectrum Group, and (iii) in the case of the Providence Director, the number of Common Shares then held by the Providence Group.
The Company shall, and each holder of Company Shares shall use its best efforts to, cause the Board to maintain the following committees: (i) an Executive Committee, to be chaired by a THL Director, if any, selected by the Majority THL Investors, and including a ▇▇▇▇ Director and a Providence Director, if any, selected by the applicable Investor Group, and the CEO Director (ii) an Audit Committee, (iii) a Compensation Committee and (iv) if the Board determines in its discretion, a Governance Committee.
The Providence Purchasers will cause the Providence Director Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine such Person’s eligibility and qualification to serve as a director of the Company.