Common use of Board of Directors; Committees Clause in Contracts

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.

Appears in 2 contracts

Sources: Principal Investor Agreement (Sungard Capital Corp), Principal Investor Agreement (Sungard Capital Corp Ii)