Board of Directors and Management Clause Samples
Board of Directors and Management. Effective on the Exercise Date and immediately following exercise of the Option and the Shareholders’ Agreement Termination, the Securityholders and the Board, respectively, shall: (a) increase the size of the Board from two directors to three directors, comprised of two representatives of the Optionee and one representative of the Securityholders, who will be Dr. R▇▇▇▇▇ ▇▇▇▇▇▇▇; and (b) appoint Dr. R▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Chief Executive Officer and a Chief Financial Officer of the Optionee’s choosing (collectively, the “Board Reconstitution”). The Optionor shall, prior to the exercise of the Option, procure the following: (i) duly executed resignation and mutual releases in the form and substance satisfactory to the Optionor and the Optionee, acting reasonably, from each director and officer of the Optionor who will no longer be serving in such capacity or capacities following exercise of the Option; and (ii) consents to act as a director from each new director and officer to be appointed following exercise of the Option, such that, effective on the Exercise Date, the directors and officers of the Optionor will be as set forth above. The Securityholders shall execute and deliver all such documents, including a unanimous resolution, and do all such acts and things as may be necessary to authorize and approve the Board Reconstitution.
Board of Directors and Management. 4.1 At all times that EVIO is a Shareholder that owns at least fifty percent (50%) of the outstanding Shares, EVIO shall be eligible to appoint one (1) director to the Board of Directors. Initially, EVIO’s nominee shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Will”). At all times that the Vendors or a Related Transferee (collectively, the “Vendor Group”) are Shareholders that collectively own at least at least fifty percent (50%) of the outstanding Shares, ▇▇▇▇ shall be eligible to appoint one (1) director to the Board of Directors. Initially Jodi’s nominee shall be ▇▇▇▇. Each Shareholder will vote at all meetings of the Shareholders and act in all other respects in connection with the corporate proceedings of the Corporation in such manner as to ensure that Will or EVIO’s nominee (so long as EVIO owns at least fifty percent (50%) of the outstanding Shares) and ▇▇▇▇ or her nominee (so long as the Vendor Group owns at least fifty percent (50%) of the outstanding Shares) are elected and appointed and maintained in place from time to time as Directors of the Corporation. No Shareholder shall exercise his/her/its voting rights to remove a Director without the consent of the other Shareholders. In exercising their director’s powers and discharging their director’s duties, Will and ▇▇▇▇ agree to (a) act honestly and in good faith with a view to the best interests of the Corporation, and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In the event that either EVIO or the Vendor Group cease to own at least fifty percent (50%) of the outstanding Shares and accordingly no longer hold the nomination rights set forth above, the decision to add or remove any other directors shall be made by the Shareholders holding at least fifty-one (51%) percent of the Shares.
4.2 Any Shareholder entitled to nominate and elect a director shall be entitled to remove any such director by notice to such director, the other Shareholders and to the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director (a “Terminated Director”) shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a Board of Directors consisting of the numbers of nominees specified in Section 4.1 and the other Shareholders will vote all such Shares entitled to vote thereon in favour of electing such individual. If any Person ...
Board of Directors and Management. (a) The Required Noteholders shall have the right to nominate up to two (2) directors to the Company’s Board of Directors out of a maximum of five (5) directors, at any time on or after the earlier of (i) May 31, 2009 or (ii) the termination of the Letter of Interest. In furtherance of the foregoing, the Company shall, and shall use its best efforts to cause its shareholders to, vote all shares of capital stock of the Company to, (i) fix and maintain the number of members of the Board of Directors at a maximum of five, and (ii) if nominated, elect such directors to the Company’s Board of Directors.
(b) The Company shall not initiate any changes in the chief executive officer, chief financial officer, president or chief operations officer (or equivalent functions) of the Company without first obtaining the Required Noteholders' approval of any such change. If a vacancy in the office of chief financial officer occurs, the Company shall not appoint a new chief financial officer of the Company without first obtaining the Required Noteholders' approval of such appointment.
(c) The Company shall not replace any member of the Board of Directors; provided, however, that the Company shall be permitted to fill any vacancies in the three board seats that are not held by, or set aside for, the Noteholders or their nominees.
Board of Directors and Management. The current officers and senior management of ▇▇▇▇▇▇ will continue to hold the same offices and positions with ▇▇▇▇▇▇ after the closing of the Transaction.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members Board of Directors of BOE and the management of BOE.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members of the Board of Directors of FFC and the management of FFC.
Board of Directors and Management. During the Term, each Investor shall not, and shall cause each Affiliate and Associate of such Investor not to, directly or indirectly (i) seek election to or seek to place a representative on the Board of Directors of the Company or seek the removal of any member of the Board of Directors of the Company, (ii) interfere with the operation of the Company or, (iii) oppose or interfere with, in any matter whatsoever, any transaction approved by the Board of Directors of the Company.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members Board of Directors of TFC and the management of TFC.
Board of Directors and Management. 5.1 Prior to or at the Closing, the Transferor shall urge Viva Red to amend Register of Directors and file the renewed Register of Directors at company registration authority of British Virgin Islands, to realize: Board of Directors of Viva Red shall consist of 3 directors, 2 of whom shall be appointed by MobiZone, 1 of whom shall be appointed by the Transferor. The Board of Directors of Viva Red may not be held, and none resolution shall be passed, unless at least 2 directors are at present. Issues provided in Article 4.1(17) shall not be passed unless consent by at least 1 director appointed by MobiZone
5.2 The constitution of the Board of any subsidiaries of Viva Red (including but not limited to the WFOE and Domestic Company) shall be as same as which of Viva Red, and shall (i) The Board of Directors may not be held, and none resolution shall be passed, unless at least 2 directors are at present; (ii) Issues provided in Article 4.1(17) shall not be passed unless consent by at least 1 director appointed by MobiZone.
5.3 General Manager, Chief Finance Officer of any subsidiaries of Viva Red (including but not limited to the WFOE and Domestic Company) and the auditor shall be appointed by MobiZone.
Board of Directors and Management. (a) The Binding Agreement will provide that the Board of Directors of BTCS after the Closing (the “Combined Company”) will consist of two Directors (the “Non-Independent Directors”) and one independent director, as may be agreed upon. The current ST Board of Directors and current BTCS Board of Directors will each nominate one person to serve on the Combined Company’s Board of Directors after the Closing. One person who is not affiliated with either ST or BTCS will be nominated to serve as a Director of the Combined Company after the Closing. C▇▇▇▇▇▇ ▇▇▇▇▇ and Guy Corem shall be deemed acceptable representatives of the Board of Directors by ST and BTCS, respectively. [See Exhibit A for BTCS proposal].
(b) The Binding Agreement will provide that effective as of the Closing, the executive officers of the Combined Company will be set forth in Exhibit B (the “Proposed Officers”), provided, however that the Board of Directors shall have the full right and authority to appoint all officers of the Combined Company.
(c) Notwithstanding the foregoing, prior to the date that is [●] months after the Closing, changes to the size and composition of the Board of Directors and decisions regarding the termination and/or appointment of executive officers shall each require the unanimous consent of the Non-Independent Directors.