Board Composition and Representation Clause Samples

The 'Board Composition and Representation' clause defines how the members of a company's board of directors are selected and who has the right to appoint or nominate them. Typically, this clause outlines the number of board seats, the allocation of those seats among shareholders or stakeholder groups, and any special rights certain investors may have to designate board members. By establishing clear rules for board appointments, this clause ensures balanced representation of interests and helps prevent disputes over governance, thereby promoting effective oversight and decision-making within the company.
Board Composition and Representation. As long as the Investor owns in the aggregate 10% or more of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the provisions of this Section 2.1 shall apply. (a) The Investor shall be entitled to designate one individual to serve on the Board (the “Board Designee”) for so long as this Section 2.1 applies. For avoidance of doubt, the Investor shall have the right but not the obligation to nominate a Board Designee. (b) The Company covenants and agrees to appoint the initial Board Designee within five Business Days of receiving notice thereof from the Investor. The Investor shall consult with the Company in order to understand the Company’s preferences in respect of the skills and experiences that would, in its view, be appropriate in an individual serving on the Board. For avoidance of doubt, the Board Designee may be selected at the Investor’s sole discretion provided such Board Designee meets the necessary requirements for a board director under corporate law and Canadian Securities Laws applicable to the Company. (c) Provided that Barrick has designated a Board Designee in accordance with this Agreement, the Company shall, in respect of every meeting of Shareholders at which the election of directors to the Board is considered and at every reconvened meeting following an adjournment or postponement thereof, nominate for election to the Board such Board Designee, and shall use its commercially reasonable efforts to obtain Shareholder approval for the election of the Board Designee at such meeting of Shareholders (including by soliciting proxies in favour of the Board Designee) and to that end, the Company shall (i) support the Board Designee for election in a manner no less rigorous or favourable than the manner in which the Company supports all of its other nominees, and (ii) use commercially reasonable efforts to cause management of the Company to vote their Common Shares, and the Common Shares in respect of which management is granted a discretionary proxy, in favour of the election of the Board Designee at such meeting. (d) The Investor shall advise the Company of the identity of any Board Designee at least 15 Business Days prior to the date on which proxy solicitation materials are to be mailed for purposes of any meeting of Shareholders at which the election of directors to the Board is to be considered. If the Investor does not advise the Company of the identity of any such Boar...
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Board Composition and Representation. (a) The number of directors comprising the Board will not exceed five. Subject to Section 3.3(b) and Section 3.3(c), the directors comprising the Board will consist of (i) two (or, in the circumstances described in Section 3.3(b), three) representatives designated by WLR (as long as WLR is the Majority Stockholder), one of whom will be the Chairman of the Board, (ii) one representative designated by Franklin (as long as Franklin is a Minority Stockholder), and (iii) (if Lear NAOC so elects) one representative designated by Lear NAOC (as long as Lear NAOC is a Minority Stockholder). The composition of the Board as of the Effective Date will be as specified on Schedule 2. Lear NAOC may elect to designate a director by providing written notice to the Company to that effect identifying its designee. Such designee shall become a director on the earlier to occur of (i) the third Business Day after delivery of such notice and (ii) the day on which WLR designates its third director. Each Stockholder agrees to vote or cause its shares of Common Stock to be voted at any meeting of the Stockholders and any and all postponements and adjournments thereof or in any other circumstances in which a vote, consent or other approval (including by written consent) is sought to elect or remove the directors designated pursuant to this Section 3.3 to serve on the Board and any other similar matter. (b) If and for so long as Lear NAOC exercises its right to designate a director, WLR shall be entitled to designate a total of three representatives to the Board pursuant to Section 3.3(a). (c) If WLR ceases to be the Majority Stockholder or Franklin or Lear NAOC ceases to be a Minority Stockholder, the director(s) that the Stockholder that is no longer the Majority Stockholder or a Minority Stockholder, as applicable, had been entitled to designate will be designated by a Majority in Interest. (d) Directors may be removed at any time with or without cause. A director may only be removed by the affirmative vote of the Stockholder(s) entitled to designate such director. In the event that a vacancy in the Board is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any director, such vacancy may be filled only by the Stockholder(s) entitled to designate such director pursuant to this Section 3.3. (e) The composition of each Subsidiary Board for a wholly-owned Subsidiary that is incorporated or formed in the United States of America...
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Board Composition and Representation. (1) As of the date of this Agreement and during the Initial Period, the Board shall initially consist of eight Directors. The initial Directors of the Corporation shall be ▇▇▇▇ ▇▇▇▇▇ (Chair), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇. The initial TELUS Nominees shall be ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇. The initial Baring Nominees shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (2) Upon the commencement of the Transition Period, the size of the Board will be increased to nine Directors. (3) Prior to the expiry of the Initial Year, except as may otherwise be agreed by TELUS and Baring, the size of the Board will be increased to 11 Directors.
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Board Composition and Representation. (a) On the Closing Date, the Corporation agrees that the Board shall consist of seven directors. Of such directors, the Corporation covenants and agrees to appoint, within 15 days of the Closing Date, one individual selected by the Investor to serve on the Board (the “Board Designee”) until the next meeting of Shareholders at which the election of directors to the Board is considered. The Corporation covenants and agrees that it will procure the resignation of one director to facilitate the change to the composition of the Board contemplated by the preceding sentence. (b) The Corporation covenants and agrees that, in addition to the right set out in Section 3.1(a), the Investor shall have the right to source for consideration by the Board (or the Corporate Governance and Nominating Committee) an additional individual who is Independent as a candidate to serve on the Board as the eighth director (an “Independent Board Candidate”). The Independent Board Candidate sourced by the Investor shall be mutually acceptable to the Board (or the Corporate Governance and Nominating Committee), acting reasonably, and if an individual sourced by the Investor is not mutually acceptable to the Board (or the Corporate Governance and Nominating Committee), the Investor shall continue to source individuals who are Independent until the Board (or the Corporate Governance and Nominating Committee) approves such an individual as an Independent Board Candidate. The Investor shall, as expeditiously as possible following the Closing Date, source such Independent Board Candidate (and make any successive suggestions that are required until the Independent Board Candidate is accepted by the Board (or the Corporate Governance and Nominating Committee)), acting reasonably, and, promptly following the identification of an acceptable Independent Board Candidate and in any event no later than 90 days following the Closing Date, the Board shall pass a resolution to: (i) increase the size of the Board by one person from seven directors to eight directors; and (ii) pass a resolution appointing the Independent Board Candidate to the Board. (c) As long as the Investor owns in the aggregate 10% or more of the issued and outstanding Common Shares, the Investor shall continue to be entitled to designate one Board Designee and to source one Independent Board Candidate for election pursuant to the procedures set out in Section 3.1(b). For greater certainty, the Investor shall have the right but not ...
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Board Composition and Representation. (a) The Board shall consist of at least four and no more than nine Directors. (b) Subject to applicable laws and regulations (including, but not limited to, United States securities laws and the rules of the New York Stock Exchange applicable to foreign private issuers and controlled companies (to the extent the Company qualifies as such at the relevant time) or as otherwise applicable to the Company)), KKCG shall have the right to nominate for election: (i) at least half of the Directors (including the chairman of the Board), until the occurrence of a Sunset Event; (ii) unless paragraph (i) above applies, two natural persons as Directors for as long as KKCG, together with its Affiliates, holds at least 10% of the Share Capital; and (iii) one natural person as Director for as long as KKCG together with its Affiliates, holds at least 3% (but less than 10%) of the Share Capital; provided that only such persons shall be nominated by KKCG who have the appropriate expertise, skills and reputation for such a mandate (each such Director, a “KKCG Nominated Director”). The Board shall, and the Company shall procure that the Board will, support the candidates nominated by KKCG and recommend their election as Directors to the shareholders’ meeting. (c) The Company shall procure that the KKCG Nominated Directors are recommended by the Nomination and Compensation Committee and nominated by the Board for election by the Company’s shareholders. (d) Any nominations of Directors other than the KKCG Nominated Directors shall be recommended by the Nomination and Compensation Committee and proposed by the Board in accordance with applicable laws and regulations (including, but not limited to, United States securities laws and the rules of the New York Stock Exchange applicable to foreign private issuers and controlled companies (to the extent the Company qualifies as such at the relevant time) or as otherwise applicable to the Company). KKCG shall support the election of all such Directors that have been so nominated. (e) If KKCG’s participation in the Company falls below the level set forth in Section 2.1(b), KKCG shall procure the resignation of the KKCG Nominated Director(s) with effect as per the following annual general meeting of the Company’s shareholders. (f) Unless otherwise requested in writing by KKCG, the Board shall, and the Company shall procure that the Board will, nominate the KKCG Nominated Director(s) for re-election to the Board to the extent that KKCG is e...
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Board Composition and Representation. As of March 9, 2023, the Board consists of 11 Directors, being ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Chair), ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. The current TELUS Nominees are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. The Board will consist of 11 Directors, except as otherwise may be agreed by TELUS.
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Board Composition and Representation. (1) As of the Effective Date, the Board shall consist of eleven (11) Directors. The initial Directors shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Chance, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Chair), ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (2) Subject to compliance with the Act, Canadian Securities Laws and the rules of the NYSE and the TSX, a majority of the Directors shall be Independent, it being understood that the CDPI Nominees shall be independent of CDPI and any of its Affiliates.
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Related to Board Composition and Representation

  • MARKETING AND REPRESENTATIONS 8.1 The Fund or its underwriter shall periodically furnish Insurance Company with the following documents, in quantities as Insurance Company may reasonably request: a. Current Prospectus and any supplements thereto; b. other marketing materials. Expenses for the production of such documents shall be borne by Insurance Company in accordance with Section 5.2 of this Agreement. 8.2 Insurance Company shall designate certain persons or entities which shall have the requisite licenses to solicit applications for the sale of Contracts. No representation is made as to the number or amount of Contracts that are to be sold by Insurance Company. Insurance Company shall make reasonable efforts to market the Contracts and shall comply with all applicable federal and state laws in connection therewith. 8.3 Insurance Company shall furnish, or shall cause to be furnished, to the Fund, each piece of sales literature or other promotional material in which the Fund, its investment adviser or the administrator is named, at least fifteen Business Days prior to its use. No such material shall be used unless the Fund approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. The Fund shall use all reasonable efforts to respond within ten days of receipt. 8.4 Insurance Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or any Series in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus, as may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund. 8.5 Fund shall furnish, or shall cause to be furnished, to Insurance Company, each piece of the Fund's sales literature or other promotional material in which Insurance Company or the Separate Account is named, at least fifteen Business Days prior to its use. No such material shall be used unless Insurance Company approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. Insurance Company shall use all reasonable efforts to respond within ten days of receipt. 8.6 Fund shall not, in connection with the sale of Series shares, give any information or make any representations on behalf of Insurance Company or concerning Insurance Company, the Separate Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as may be amended or supplemented from time to time, or in published reports for the Separate Account which are in the public domain or approved by Insurance Company for distribution to Contractholders or Participants, or in sales literature or other promotional material approved by Insurance Company. 8.7 For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. rules, the Act or the 1933 Act.

  • Recognition and Representation 1. The Union is the exclusive representative of all bargaining unit employees and has a right to be represented in negotiations, formal discussions, and meetings between employees and the Agency that concern conditions of employment, grievances, personnel policies and practices, or any other matter affecting general working conditions regardless of whether employees desire Union representation, to include during meetings conducted for the purpose of alternative dispute resolution (ADR) such as mediation. This may include Agency sponsored Committees/Meetings dealing with the above subjects. 2. The right to meet and confer will apply to all levels of management within the SCNG and within the Union, starting with the Union ▇▇▇▇▇▇▇ (if one is assigned) and the first level supervisor. It is the intent of the Parties to meet and confer at the lowest level for problem resolution. If the Parties at the initial point of contact feel resolution of a matter is outside their jurisdiction, the matter will be referred to a higher level. This includes Agency sponsored Committees/Meetings dealing with the subjects herein. 3. The Union’s right to be represented does not extend to informal discussions and meetings between an employee and the Agency. 4. The Agency shall recognize all Officers and Representatives designated by the Union, to include National Representatives. Upon request, the Union will provide the Agency, in writing, a list of all current Officers and Representatives, to include Stewards. 5. The Union’s primary point of contact for all matters is the designated State Representative, or any other representative appointed by the Union. The State Representative or designee will be given reasonable notice of and will be provided reasonable time to be present at meetings or formal discussions concerning any grievance, personnel policy or practice, or other general condition of employment. 6. The Agency shall not interfere in internal Union business. Internal Union business shall be conducted during non-duty hours, or while an employee is in a non-duty status. 7. The Agency agrees that there will be no restraint, interference, coercion, or discrimination against Union representatives as a result of performing their authorized duties under the Statute, and that no employee will be reassigned as a result of participating in protected activity. 8. To the extent that it does not interfere with Management’s Rights under Article 4, the Union, in consonance with its right to represent, may propose new policy, changes in policy, or resolutions to issues, involving conditions of employment or working conditions that are not covered by this Agreement. When the Union submits a proposal to the Agency IAW this Paragraph, the Parties have a duty to negotiate (to the extent that the subject is negotiable) and/or bargain the impact/implementation of said proposal IAW Section 6.3. 9. The LIUNA Local 1776 Business Manager, or their designated representative, is the only official authorized to reach final binding agreement on behalf of the Union concerning any workplace matter and regardless of whether the matter is covered by this Agreement. 10. Most of the information an employee shares with the Union is confidential, unless: a. The Union waives confidentiality; b. The Union reveals the information to someone other than a Union representative; or, c. If the Agency has an overriding need for the information or if it deems their need to know the information as a serious matter.

  • Employee participation and representation (a) Employees are entitled to a representative of their choice, including a Union representative, for the purposes of this clause. (b) Employees to whom a dispute directly relates and who are necessarily required to participate in the procedure provided for in this clause are entitled to do so without loss of pay. (c) Employees who are required to attend as a witness in an arbitration are entitled to do so without loss of pay. (d) In the event that the parties to the dispute fail to agree on the identity or number of persons who qualify under this clause, the question will be determined by the Panel or the FWC (whichever is then dealing with the dispute) as part of the dispute.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇, with respect to water and sewage issues only, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • MARKETING MATERIALS AND REPRESENTATIONS (a) The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor. (b) The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless (i) such Marketing Materials: (a) are either furnished to the Participant by the Distributor, or (b) if prepared by the Participant, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) Participant and such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations. (c) The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Prospectus conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; (v) Shares will be approved for listing on a national exchange; (vi) it will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; (vii) any and all Marketing Materials prepared by the Trust and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (viii) it will not name the Participant in the Prospectus, Marketing Materials, or on the Fund’s website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation. (d) Notwithstanding anything to the contrary in this Agreement, the term Marketing Materials shall not include (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by Participant comply with applicable FINRA rules and regulations and other applicable laws, rules and regulations.