Composition of the Board of Directors Clause Samples
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Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇;
(c) one (1) person designated by ▇▇▇▇ Capital to be a Preferred Director (the “▇▇▇▇ Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇;
(d) the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be ▇▇▇▇▇ ▇▇▇▇;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D.
Composition of the Board of Directors. 1. The Board of Directors will be composed of a minimum of twelve (12) and a maximum of twenty-two (22) members whose appointment, re-election, ratification or dismissal will correspond to the General Meeting, notwithstanding the covering of vacancies by the Board of Directors by means of co-option and of the system of proportional representation that corresponds to the shareholders in the terms established in Law.
2. The General Shareholders' Meeting is responsible for establishing the number of Directors.
3. It is not necessary for Directors to be shareholders of the Company.
4. The Company Board of Directors should be formed by persons that meet the necessary suitability requirements to develop their position. Particularly, they should have recognized commercial and professional honour, have adequate knowledge and experience to perform their functions and be ready to exercise good governance of the Company, in the terms established in Law.
5. Likewise, the general composition of the Board of Directors as a body should gather sufficient knowledge, powers and experience in governing credit entities to adequately understand the Company activities, including its main risks and assure the effective capacity of the Board of Directors to take independently and anonymously decisions in benefit of the Company. No shareholder shall be represented in the Board of Directors by a number of proprietary directors that exceeds forty percent of the total number of members of the Board of Directors, notwithstanding the proportional representation right to which the shareholders are entitled to in the terms set forth in the Law.
6. The Directors will be qualified in accordance with the regulations in force.
Composition of the Board of Directors. (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board.
(b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors.
(c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee.
(d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board).
(e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Wal...
Composition of the Board of Directors. The Company shall be managed by the Board of Directors and by the Management. The Board of Directors of the Company shall consist of a maximum of fourteen (14) members and their respective alternates, at least three of them qualified as Independent Directors, with a unified term of two (2) years, elected by the General Meeting of the Company, reelection to be allowed. The Directors shall hold office until the election and investiture of their alternates, except in case of resignation during the term of office.
Composition of the Board of Directors. (a) The Board of Directors shall comprise up to thirteen (13)
Composition of the Board of Directors. (i) The Medicor Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, (ii) the ERI Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary actions within their control and (iii) the Belfer Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, in each case, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows:
(a) The Board of Directors shall be comprised of eleven (11) Directors (two of whom shall be Independent Directors) divided into three classes, with Directors in each class having a three-year term following a transition period in which the initial Class 1 Directors serve a one-year term, the initial Class 2 Directors serve a two-year term and the initial Class 3 Directors serve a three-year term. Medicor and ERI shall each have the right to nominate one (1) Director to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the Belfer Group shall have the right to nominate one (1) Director to Class 3 and one (1) Director to Class 1; provided, that the existing membership of the Board of Directors and the class to which each director nominee belongs shall not be affected by the execution of this Agreement. Each of Medicor, ERI and the Belfer Group, respectively, shall have the right: (i) subject to applicable law, including Nevada Revised Statutes 78.335(1) requiring a vote of not less than two-thirds of the issued and outstanding voting power to remove an incumbent director, to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by Medicor, ERI or the Belfer Group, respectively, and each of the Medicor Parties, the ERI Parties and the Belfer Parties shall vote their Shares in furtherance of this provision; and (ii) to nominate any replacement for a Director nominated in accordance with this Section 3.2 by Medicor, ERI or the Belfer Group, respectively, upon the death, resignation, retirement, disqualification or removal from office of such Director. The Board of Directors shall duly appoint as a Director each person so nominated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing:
(i) if either the Medicor Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then Medicor o...
Composition of the Board of Directors. (a) The by-laws of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by ▇▇▇▇▇▇▇-▇▇▇▇▇▇, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting.
(b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining d...
Composition of the Board of Directors. (i) Each of the four directors to be elected by the holders of Preferred Stock and Common Stock, voting as a single class shall be an individual nominated by a majority of the members of the serving Board of Directors.
(ii) Each of the three directors to be elected by the holders of Common Stock (“Common Stock Designees") shall be individuals who are nominated by the Holders of at least fifty percent (50%) of the voting power of the total number of then outstanding Common Stock of the Company (the “Majority of Common”), considered for the purposes of this Section 4.2(ii) as one group.
(iii) Any director may be removed by an affirmative vote of the stockholders who appointed such director, providing that the respective stockholders, voting separately as a class, shall vote for the removal of any such director, only upon the written request of the entities or individuals that appointed such director.
(iv) If any vacancy occurs on the Board of Directors because of death, retirement, removal or resignation of a director, the person or entity that appointed such director shall designate a successor, and the respective stockholders, voting separately as a class, shall vote their securities of the Company in favor of the election of such successor to the Board of Directors, subject to the provisions of this Section 4.2.
(v) The Company shall execute an indemnity letter agreement with each director serving on the Board of Directors, in the form to be approved by counsel for the Investors.
(vi) Within thirty (30) days of the Closing, the Company shall obtain and maintain Directors and Officers Insurance, in an amount to be determined by the Board of Directors and approved by the Lead Investor.
Composition of the Board of Directors. During the Specified Period:
(a) the Entire Board of Directors shall be comprised of sixteen (16) Directors, of which eight (8) shall be Legacy First Midwest Directors (one of whom, as of the Effective Time, shall be the Executive Chairman and Chief Executive Officer of Legacy First Midwest immediately prior to the Effective Time and eight (8) shall be Legacy Old National Directors (one of whom, as of the Effective Time, shall be the Chairman and Chief Executive Officer of Legacy Old National immediately prior to the Effective Time and one of whom shall be the Lead Director of Old National immediately prior to the Effective Time and who shall be the Lead Director of the Corporation);
(b) all vacancies resulting from the cessation of service by any Legacy First Midwest Director for any reason shall be filled by the Board of Directors with a nominee selected by the Legacy First Midwest Directors Nominating Committee;
(c) all vacancies resulting from the cessation of service by any Legacy Old National Director for any reason shall be filled by the Board of Directors with a nominee selected by the Legacy Old National Directors Nominating Committee;
(d) the Legacy First Midwest Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Legacy First Midwest Director;
(e) the Legacy Old National Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Legacy Old National Director;
(f) all vacancies on the Board of Directors shall be promptly filled by the Board of Directors with the individuals chosen as provided for in this Article IX; and
(g) any age limits, restrictions or retirement requirements for members of the Board of Directors shall not be applicable to persons designated as directors pursuant to this Article IX.
Composition of the Board of Directors. (i) WELLC shall, on behalf of the WELLC Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within its control, (ii) ERI shall, on behalf of the ERI Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary actions within its control and (iii) the Belfer Group shall, on behalf of the Belfer Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within its control, in each case, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows:
(a) The Board of Directors shall be comprised of eleven (11) Directors (two of whom shall be Independent Directors) divided into three classes, with Directors in each class having a three-year term following a transition period in which the initial Class 1 Directors serve a one-year term, the initial Class 2 Directors serve a two-year term and the initial Class 3 Directors serve a three-year term. WELLC and ERI shall each have the right to designate one (1) Director to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the Belfer Group shall have the right to designate one (1) Director to Class 3 and one (1) Director to Class 1; provided, that the initial membership of the Board of Directors at the Effective Time and the class to which each director nominee shall belong shall be as set forth in Exhibit 2.3 of the Merger Agreement. Each of WELLC, ERI and the Belfer Group, respectively, shall have the right (i) subject to applicable law, to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by WELLC, ERI or the Belfer Group, respectively, and (ii) to designate any replacement for a Director nominated in accordance with this Section 3.2 by WELLC, ERI or the Belfer Group, respectively, upon the death, resignation, retirement, disqualification or removal from office of such Director. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing:
(i) if either the WELLC Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then WELLC or ERI, as the case may be, shall have the right to designate only: (x) one (1) Director to the class of Directors having the then longest remaining term; and (y) one (1) Director to the class of Directors havin...