Resignation of the Observer. The Observer may resign at any time by delivering notice in writing or by electronic transmission of such resignation to the Company. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Company. The acceptance of such resignation shall not be necessary to make it effective.
Representations of the Observer. The Observer hereby represents and warrants to the Company that:
Board. The term “Board” means the Board of Directors of the Company.
Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.
Board. "Board" means the Board of Directors of the Company.
Board. The board of directors of [[Organization B:Organization]] has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of [[Organization B:Organization]] shall have been provided to [[Organization A:Organization]].
“Transaction Documents” means this Agreement, the A&R LPA, the Certificate of Designations, the Warrant Agreement, the Registration Rights Agreement and the Board Observer Agreement.
The [[MHR Entities:Organization]] shall be entitled to direct the replacement of the Observer for any reason and at any time by delivering notice in writing or by electronic transmission of such replacement to the Company. Except as otherwise provided by this Agreement, such replacement shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Company. Any person designated to replace the Observer must, as a condition to being appointed as an observer to the Committee, execute and deliver to the Company a joinder or other written agreement to be bound by the terms of this Agreement as the Observer (such joinder or written agreement, a “Joinder”). For the avoidance of doubt, if any designated replacement has not yet executed and delivered a Joinder to the Company, such person shall not be appointed as an observer of the Committee and no person shall then be entitled to serve as an observer of the Committee unless and until such designated replacement (or another person designated by the [[MHR Entities:Organization]]) executes and delivers a Joinder to the Company. No delay by the [[MHR Entities:Organization]] in designating a replacement to the Observer shall impair its right to subsequently designate the Observer.
“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.
Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.
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