Common use of Board of Directors; Committees Clause in Contracts

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.

Appears in 2 contracts

Sources: Merger Agreement (Brenneman Gregory D), Merger Agreement (Hawaiian Airlines Inc/Hi)