Board of Director Sample Clauses
The 'Board of Director' clause defines the composition, powers, and responsibilities of the company's board of directors. It typically outlines how directors are appointed or removed, the frequency and procedures for board meetings, and the scope of their decision-making authority. For example, it may specify quorum requirements or voting thresholds for board actions. This clause ensures clear governance structures and delineates the board's role in overseeing management, thereby promoting accountability and effective corporate oversight.
Board of Director. (i) The Board shall consist of seven (7) Directors, which shall be:
(a) one (1) Director nominated by the Joy Capital (the “Joy Director”), as long as Joy Capital and its Affiliates hold no less than such number of Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares) equal to 50% of the Senior Preferred Shares it holds as of the First Closing;
(b) one (1) Director nominated by the Nio Capital (collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as Nio Capital and its Affiliates hold no less than such number of Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares) equal to 50% of the Senior Preferred Shares it holds as of the First Closing;
(c) one (1) Director jointly nominated by the Major Noteholders, as long as the aggregate outstanding principal amount of the 2019 Notes held by the Major Noteholders is no less than 50% of the aggregate principal amount of the 2019 Notes they hold immediately following the Restructuring Effective Time;
(d) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns Shares representing no less than 10% voting right of the Equity Securities of the Company;
(e) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and
(f) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns Shares representing no less than 10% voting right of the Equity Securities of the Company, or (y) by the Board, if the Principal beneficially owns Shares representing less than 10% voting right of the Equity Securities of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares) beneficially owned by Joy Capital and its Affiliates is less than 50% of ...
Board of Director and Dedicated Volunteers (“DV”) Requirements and Responsibilities
Board of Director. The Board of Directors of Parent will take all actions within its power to cause the Board of Directors of the Surviving Corporation, effective upon the Effective Time, to consist of the current Directors of the Company.
Board of Director. A representative of Noah shall have been elected as a member of the board of directors of the Surviving Corporation.
Board of Director. 14 5.10 BEST EFFORTS AND FURTHER ASSURANCES......................... 14 ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY................ 14
Board of Director. 58 8.18 Anti-Money Laundering Information.................................58
Board of Director. 6.1. JKP shall be managed by a Board of Directors under the supervision of a board of Commissioner.
6.2. The Parties agree that the Board of Directors of JKP shall consist of Ten (10) members, Seven (7) Directors, including the President Directors, including the President Directors, shall be elected from candidates nominated by the Indonesian Investor. Three (3) Directors including the Vice President Director, shall be elected from candidates nominated by the Foreign Investor.\At least Two (2) candidates nominated for each position. Each Party agrees to produce the nomination and election of members nominated by the other Party in accordance with this Agreement.
6.3. If any Party wishes to change its nominated director with or without cause, the other Party will vote accordingly; provided, however if such dismissal is without cause, the Party proposing the dismissal shall indemnify and hold Z and the other Party harmless from any and all damages and any other expenses that may arise from such action.
6.4. Directors shall be elected for a term of three (3) years, except that the term of the first boards of directors elected under this Agreement shall end on 30 June 2010. If at the end of a Directors’ term, the General Meeting of the Shareholders should decline to elect a successor, such director shall continue in office until reelected or a successor is elected by the General meeting of Shareholders. If the position of a Director of Z becomes vacant for any reason, the Parties hereto shall cause their share to be voted to elect as director a person nominated by the Party who nominated the director whose office is vacant.
6.5. Except as otherwise required by law or the Article of Association of Z, the quorum for all meetings of the Board of Directors shall be a majority of the directors then in office represented in person or by proxy. All acts and matters of the Board of Directors shall be adopted by the affirmative vote of a majority of all the Directors in office.
6.6. The President Director , or in his absence or incapacity, the Vice President Director or in his absence or incapacity, any Two (2) other directors, shall have authority to represent Z and sign documents on behalf of Z subject to the provisions of the Articles of Association of Z.
6.7. The following actions of the Board of Directors shall require the written approval of the President Commissioner or in his absence or incapacity, any Two (2) commissioners:
(a) to acquire, lease or dispose of ...
Board of Director. APPROVAL - HVI has submitted to its Board for approval, the substance of this Agreement at a annual meeting of its Shareholders on March 12th 1999.
Board of Director. ▇▇▇▇ ▇▇▇▇▇▇▇ has been on the Board of Directors for Trivision Group, Inc for the past 2 years. ▇▇▇▇ is a Fortune 50 Executive specializing in Information Technology Modernization. His Subject Matter Expertise has led to successfully modernizing large Enterprises in both the commercial and government sectors, maximizing business value while driving down cost. ▇▇▇▇ excels at achieving the most complex IT Modernization challenges in steadfast legacy organizations. Under his leadership and vision for modernization, his organizations have made substantial progress achieving results through FedRAMP and FISMA environments that facilitate on-premise cloud hosting, and next-generation Fraud Detection solutions that are desperately needed by federal and state government agencies. ▇▇▇▇ has over 30 years of experience directing multi-billion-dollar IT engagements for Government and commercial organizations. His leadership has successfully delivered many large-scale modernizations, software development, integration, deployment, and quality initiatives at the federal and state levels. ▇▇▇▇ is known for his exceptional ability to maximize organizational efficiency and provide excellent customer satisfaction. As a Board of Director member, ▇▇▇▇ monitor’s Trivision’s services and researches competitors and developments in the IT field. ▇▇▇▇ also reviews Trivision’s strategic plans and assists in implementing them throughout the company. ▇▇▇▇ also actively enhances Trivision’s Public Image through networking. With a degree in Electrical Engineering and a Project Management Professional Certification, ▇▇▇▇ has held high-level positions such as Chief Information Officer and Account Executive in General Dynamics Corp. ▇▇▇▇ has a vast technical knowledge of Information Technology and was involved in all levels of program activities including, requirements, strategic engineering; architecture; logical and physical design; development; test; deployment; production operations; and program management. ▇▇▇▇▇▇ ▇▇▇▇ is Trivision Group’s Chief Technology Officer and has managed clientele for 5 years. ▇▇▇▇▇▇ also plays an important role in the recruiting process by recruiting high ranking professionals such as Architects and Managerial positions. He is responsible for our New York City Accounts and will also be managing our Florida Account. ▇▇▇▇▇▇ has successfully recruited and managed numerous staff with technologies or skills of a high technical level. He bridges the gap between low s...
Board of Director. REPRESENTATIVE At the election of Investor or Geneva Associates, L.L.C. ("Geneva"), for a period of six (6) years from the date hereof, the Company shall elect a representative of Investor or Geneva Associates, L.L.C. ("Geneva"), to the Company's Board of Directors as soon as possible after the date hereof. Until such time, Investor and Geneva shall have Board of Director visitation rights which will entitle it to participation in (and receive copies of all materials distributed at) all meetings of the Board of Directors and any committees thereof.