Composition of Board of Directors Sample Clauses

Composition of Board of Directors. (a) Immediately after the consummation of the Stock Purchase (the "Closing"), the Board of Directors shall take such corporate actions as are necessary to cause an individual designated by the Stockholder and reasonably acceptable to the Board of Directors, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to the Board of Directors. The directors comprising the Board of Directors immediately after the Closing shall be otherwise unchanged from those as of the date of this Agreement, and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such time. (b) Following the Closing and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancy, as the case may be, shall be determined by a Majority Vote. (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation or disability of any Stockholder Designee, the Company shall take all such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to the Board of Directors of the Company by a Majority Vote, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made, to be appointed to the Board of Directors. (d) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the abil...

Composition of Board of Directors. At the Effective Time, the Corporation’s Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.

Composition of Board of Directors. (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). -------------- (b) After the time that Purchaser's designees constitute at least a majority of ...

Composition of Board of Directors. As provided in the Company's Bylaws, the number of members of the Board of Directors shall initially be three. Each Shareholder shall vote all of its shares, and shall take all other necessary and desirable actions within such Shareholder's control (whether in its capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' meetings) to ensure that: the number of directors constituting the Board of Directors remains three until the earlier to occur of (i) the first date on which CPK holds less than twenty-three percent (23%) of the Then Outstanding Shares and (ii) that date on which CPK elects not to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; one of the members of the Board of Directors shall be an individual designated by Flax, who shall initially be ▇▇▇▇▇ ▇▇▇▇; one of the members of the Board of Directors shall be an individual designated by ▇▇▇▇▇▇▇▇▇▇, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; until the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, one of the members of the Board of Directors shall be an individual designated by CPK, who shall initially be ▇▇▇▇ ▇▇▇▇; in the event that any member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that a Shareholder desires to remove from the Board of Directors the member designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from the Board; and so long as CPK owns at least 15% of the Then Outstanding Shares immediately prior...

Composition of Board of Directors. The Shareholders agree that in any election of directors of the Company, they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprising eight directors designated as follows: (a) three directors (each a "Series A Director") shall be designated by the holders of a majority of the Series A Underlying Common Stock; provided, that Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common Stock, and the remaining Series A Director shall be designated by the holders of a majority of the Series A Underlying Common Stock; (b) one director (the "Series B Director") shall be designated by the holders of a majority of the Preferred B Warrant Shares; provided, that Austin Ventures V will designate the Series B Director for so long as Austin Ventures V holds any Preferred B Warrants or Preferred B Warrant Shares; (c) one director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock; (d) one director (the "Series D Director" and, together with the Series A Directors, the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred Stock; provided, that ABRY will designate the Series D Director for so long as ABRY holds any Series D Underlying Common Stock; (e) one director (the "President Director") shall be ▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇"), for so long as Hull is employed by the Company and, thereafter, one director shall be designated by the President of the Company; and (f) one director shall be designated by the holders of the Mezzanine Warrants (the "Warrant Director"), as provided in Section 7.01(n) of the Note Agreement.

Composition of Board of Directors. (a) The individuals listed on Exhibit 2.01 hereto shall, for purposes of this Agreement, constitute the Independent Directors immediately after the consummation of the Stock Purchase (the "Closing"). (b) Following the Closing, and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancy, as the case may be, shall be determined by a Majority Vote. (c) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.

Composition of Board of Directors. (1) Subject to paragraph (2) of this article and paragraph (1) of article 14 the Board shall consist of seven directors as follows— (a) one director appointed by the Class A shareholder; (b) one director appointed by the Class B shareholder; (c) two directors appointed by the Class C shareholder; (d) one director appointed by the Class D shareholder; (e) one director appointed by the Class E shareholder; and (f) one director appointed by the Class F shareholder. (2) Where the International Finance Corporation ceases to be a shareholder the Board shall consist of six directors as set out at subparagraphs (a) to (d) and (f) of paragraph (1) of this article.

Composition of Board of Directors. Between the Effective Date and the date upon which the Illini operating agreement is next amended, the Board of Directors will be composed of the current initial directors and three (3) advisory directors who shall be appointed by Rawhide. Beginning upon the date upon which the Illini operating agreement is next amended, the directors appointed by Rawhide shall become actual directors with all of the rights of the other Illini directors and any quorum required for the Illini board of directors to thereafter take action shall require the presence of at least one director appointed by Rawhide. Provided, however, that if Illini gives the Rawhide appointed directors notice of two consecutive director meetings as provided in the Illini operating agreement, and at least one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (9) directors, four (4) of whom will be appointed by the initial directors of Illini to represent the Seed Capital Investors (the “Illini Appointed Directors”), and five (5) of whom will be appointed by Rawhide (the “Rawhide Appointed Directors”). Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Illini. The Illini Appointed Directors shall serve until the first special or annual meeting of the members following the date on which substantial operations of the Illini ethanol plant commence. After the expiration of the initial terms of the Illini Appointed Directors, four (4) directors shall be elected by the members for staggered terms of three (3) years at the first special or annual meeting; provided however, that Rawhide shall not be entitled to vote for the election of any directors that the members are entitled to elect. The five (5) Rawhide Appointed Directors shall not be elected by the members and shall continue to be appointed by and serve at the pleasure of Rawhide. Additionally, the Illini directors, as elected by the members, shall annually appoint a member, from among themselves, to the board of directors of Rawhide. ▇▇▇▇▇▇ ▇▇▇▇▇ shall be the firs...

Composition of Board of Directors. Effective at the Effective Time, there shall be at least one vacancy on the Board of Directors either by (i) an increase in the Board of Directors in accordance with the terms of the Company's Certificate of Incorporation and Bylaws or (ii) director resignations. Effective at the Effective Time, the Board of Directors shall elect one designee of the Restricted Group to fill one vacancy on the Board of Directors created in accordance with the preceding sentence, to serve from the Effective Time until the end of his or her term.