Board Composition Sample Clauses
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Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
(a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be ▇▇▇▇ ▇’▇▇▇▇▇.
(b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
(c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director.
(d) The CEO Director initially be ▇▇▇▇▇▇ ▇▇▇▇▇, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer.
(e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal ...
Board Composition. (a) For as long as the Shareholders collectively own a majority of the issued and outstanding Shares, the board of directors of the Company (the “Board”) shall consist of not less than five nor more than fifteen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen members. For so long as required by applicable Indiana law, at least one member of the Board shall be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence.
(b) For so long as a Shareholder (other than RMR) owns not less than 10% of the issued and outstanding Shares, such Shareholder shall have the right to designate two directors for election to the Board.
(c) For so long as RMR owns not less than 10% of the issued and outstanding Shares, RMR shall have the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors pursuant to the immediately preceding sentence, Indiana law requires the Board to include an Indiana resident as a director of the Company and no other Shareholder designates an Indiana resident as a director of the Company, RMR shall designate at least one Indiana resident to be a director.
(d) Each Shareholder will vote, execute and deliver written consents and take all other necessary action (including, if necessary, causing the Company to call a special meeting of shareholders of the Company) in favor of the election of each director designated by a Shareholder in accordance with this Article II and otherwise to ensure that the composition of the Board is at all times as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessar...
Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board.
(a) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.
(b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”).
(c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.
Board Composition. (a) Subject to the terms of this Section 5, effective as of the Second Closing Date, the Board will appoint a designee of the Investor (the “Investor Designee”) as a director of the Company for a term expiring at the Company’s next annual meeting of stockholders or upon such Investor Designee’s earlier death, disability, resignation or removal (including removal by operation of Law). The Company and the Investor shall agree on the identity of the Investor Designee prior to the Second Closing Date and such agreement shall be a condition precedent to the obligation of each of the Company and the Investor to consummate the Second Closing. The Company agrees that, during the Director Period, the Board shall nominate the individual serving as such Investor Designee (or any individual subsequently designated by the Investor to serve as the Investor Designee) for election or re-election, as the case may be, as a director at each subsequent meeting of the Company’s stockholders at which directors are to be elected, and use commercially reasonable efforts to cause the Investor Designee to be elected or re-elected, including providing the same level of support as is provided for other nominees. Upon the end of the Director Period, the Investor shall cause the Investor Designee to tender to the Board, as soon as practicable and in any event within five (5) days following the end of the Director Period, his or her resignation from the Board. During the Director Period, the Board will not decrease the size of the Board if such decrease would require the resignation of the Investor Designee.
(b) As a condition to any appointment or nomination for election to the Board, each Investor Designee shall (i) meet the qualifications required of all directors of the Company by the Company’s Nominating and Corporate Governance Committee and those mandated by applicable Law, (ii) agree, in writing, to be bound by the terms and conditions of all of the Company’s policies applicable to its directors, (iii) make such acknowledgements and enter into such agreements as the Company requires of all directors, including, without limitation, with respect to confidentiality, the Company’s code of ethics, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and Section 16 reporting procedures, and (iv) be able to dedicate sufficient time and resources for the diligent performance of the duties required of a member of the Board (the “Director Conditions”). Without limiting the foregoing, each proposed Investor Designee sh...
Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by ▇▇▇▇▇▇’▇ shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
Board Composition. The composition of the CHAPTER’S Board of Directors shall not be inconsistent with the CAMFT bylaws. In case of necessity, a CHAPTER may request a variance from the CAMFT Board of Directors if the above provision is not achievable. Such request is granted solely for a one year period. The CHAPTER may make a separate request to the CAMFT Board of Directors should the necessity arise for a variance in any subsequent year.
Board Composition. 1.1 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.
1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.
Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board:
(a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇.
(b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Man.
(c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be ▇▇▇▇▇▇▇ ▇▇▇▇.
(d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be ▇▇▇▇ ▇▇.
(e) ▇▇▇▇ ▇▇▇, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇ shall have five (5) votes for each of the matters submitted to the Board of Directors.
(f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.
Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board:
(a) One (1) person elected by a majority in interest of the holders of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridg...