Board of Directors; Committees Sample Clauses

Board of Directors; Committees. The Board shall have committees prescribed by the Canadian Securities Laws, each of which shall consist of not less than two (2) directors, with the exception of any audit committee of the Corporation which shall consist of at least three (3) directors, and whose rights, powers and duties shall be established by the Board. The Board Designee will be considered by the Board to serve on committees of the Board as long as such Board Designee satisfies the Corporation’s eligibility criteria for committee membership as determined by the Board or an authorized committee thereof from time to time, and the rules of the Canadian Securities Laws (as applicable). The Shareholder and the Corporation agree and acknowledge that committee membership will be in the sole discretion of the Board.

Board of Directors; Committees. (a) If requested by Purchaser, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Purchaser's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two members who are neither officers of Purchaser nor designees, shareholders or affiliates of Purchaser ("Purchaser Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company and each committee of each such board (in each case to the extent of the Company's ability to elect such persons). The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.

Board of Directors; Committees. (a) The Company’s Board shall consist of a number of directors as determined by the Board, to be elected as follows: (i) With respect to the one (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of the Common Stock, the Founders and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according to this Section 7(a)(i). (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected by the holders of Series B Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”), which shall, as of the date of this Agreement, be vacant and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With r...

Board of Directors; Committees. (a) On and after the Closing Date and prior to an initial public offering, each Shareholder shall take all action necessary, including the voting of the Common Shares held by such Shareholder, to cause the Board of Directors of the Company to consist at all times of seven directors, and to vote in favor of three individuals designated by White Mountains to be members of such Board of Directors. Following an initial public offering, the number of individuals designated by White Mountains for whom the Shareholders shall be obligated to vote as members of the Board of Directors of the Company shall be reduced to two, so long as White Mountains owns, directly or indirectly, Common Shares, including Common Shares issuable upon exercise of outstanding Warrants (whether or not currently exercisable), at least 20% of the outstanding Common Shares (assuming for this purpose the exercise of all outstanding Warrants), and such number shall be further reduced to one if White Mountains’ ownership (as calculated in the preceding clause) is less than 20% but at least equal to 10%. If such ownership falls below 10%, no Shareholder shall have any further obligations under this Section 8(a). White Mountains hereby designates ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ as its designees for the Board of Directors of the Company, which designation shall continue until such time as White Mountains shall otherwise designate in writing to the other parties hereto. (b) On and after the Closing Date, and prior to an initial public offering, each Shareholder shall take all action necessary, including the voting of Common Shares held by such Shareholder, to cause one or more individuals designated by White Mountains to be appointed by the Board of Directors as Chairman of the Board, and to be appointed chairman of any audit committee, finance committee or compensation committee of the Board. White Mountains hereby designates ▇▇▇▇▇ ▇▇▇ as its designee to be Chairman of the Board, ▇▇▇▇▇ ▇▇▇ to be chairman of the audit committee, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to be chairman of the finance committee and ▇▇▇▇▇ ▇▇▇ to be chairman of the compensation committee, which designations shall continue until such time as White Mountains shall otherwise designate in writing to the other parties hereto. (c) Notwithstanding anything to the contrary contained in this Section 8, this Section 8 shall be subject to applicable law and any applicable regulations of governmental entities and self-regulatory organizations.

Board of Directors; Committees. The Board of Directors shall maintain a standing committee to be known as the “Audit Committee” and a standing committee to be known as the “Compensation Committee”. At the option of Francisco Partners so long as the Francisco Partners Group is entitled to nominate at least one director to the Board of Directors pursuant to Section 2, at least one of the members of the Audit Committee, at least one of the members of the Compensation Committee, and at least one member of any other standing or ad hoc committee of the Board of Directors, shall be a Francisco Partners Nominee so long as the Francisco Partners Group holds 1/8th or more of the Shares subject to this Agreement.

Board of Directors; Committees. So long as the Francisco Partners Group beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) 10% or more of the outstanding Common Shares, at least one of the members of any standing or ad hoc committee of the Board of Directors (other than the audit committee) shall be a Francisco Partners Appointee chosen by Francisco Partners II (Cayman), L.P. The audit committee shall be selected by the Board of Directors, and no Shareholder shall have a right to designate a member thereof.

Board of Directors; Committees. (A) Subject to Section 2.1(g), the Parties shall take all action within their respective power, including the voting of capital stock of the Company, as is necessary to cause the Board of Directors at all times from and after the A/B Effective Time to consist of 11 Directors, one of whom shall be a senior management official of the Company, and, except as otherwise provided herein or in the Charter Documents, to elect the Directors nominated as follows: (i) Three (3) Directors nominated by C, one of whom shall be an Outside Director; (ii) Three (3) Directors nominated by the A Voting Trust, one of whom the Parties agree to cause to be elected as the Vice Chairman; (iii) Two (2) Directors nominated by TW, one of whom the Parties agree to cause to be elected as the Chairman; and (iv) One (1) Director nominated by each of the three Unions, so long as the collective bargaining agreement by and between such Union and the Company, as amended, modified or supplemented from time to time, pursuant to the Railway Labor Act, 45 U.S.C. Section 156, and the agreements incorporated therein by reference (the "COLLECTIVE BARGAINING AGREEMENT"), entitles such Union to nominate a Director.

Board of Directors; Committees. Prior to the closing of the Initial Public Offering, (a) expand the number of members of the Board to more than the sum of (i) the then current number of Principal Investor Groups and (ii) three, (b) elect any director to the Board pursuant to Section 7.1.2 of the Stockholders Agreement, provided that any director so elected (other than any director who is also serving as the Chief Executive Officer) will be Independent, (c) remove a director pursuant to Section 7.2 of the Stockholders Agreement who was elected pursuant to Section 7.1.2 of the Stockholders Agreement, (d) fill any vacancy on the Board of Directors pursuant to Section 7.3(ii) of the Stockholders Agreement, (e) modify the composition of any Board Committee other than in accordance with the terms of this Agreement, (f) create any new Board Committee to which the Board delegates authority (which, if approved by the Majority Principal Investors must be a delegation of authority not inconsistent with this Agreement and in accordance with Section 2.6) or (g) amend Section 2.7 hereof.

Board of Directors; Committees. The Board may, from time to time, constitute committees of the Board (consisting exclusively of Directors) and may determine their functions, powers, authorities and responsibilities. Each committee shall be entitled to determine its governance and meeting mechanics provided that each meeting shall be duly minuted and the minutes shall be provided to the Board from time to time.