Initial Composition Sample Clauses

Initial Composition. Upon the Closing, the Board initially shall be composed of (a) nine Directors, consisting of (i) three Independent Directors designated by the Advent Post-Closing Shareholders collectively, who initially shall be (A) ▇▇▇▇ ▇▇▇▇▇▇▇▇, who shall serve as a Class I Director, (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who shall serve as a Class II Director, and (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall serve as a Class III Director; (ii) three Directors designated by the Advent Post-Closing Shareholders collectively, who initially shall be (A) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, who shall serve as a Class I Director, (B) ▇▇▇▇▇▇ ▇▇▇▇▇, who shall serve as a Class II Director, and (C) ▇▇▇▇ ▇▇▇, who shall serve as a Class III Director; (iii) one Director designated by the Oak Hill Post-Closing Shareholders collectively, who initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who shall serve as a Class I Director; (iv) one director designated by the TCV Post-Closing Shareholders collectively, who initially shall be ▇▇▇▇▇ ▇▇▇▇, who shall serve as a Class II Director; and (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who shall serve as a Class III Director; and (b) one non-voting board observer designated by the Dragoneer Post-Closing Shareholders collectively, who initially shall be ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Initial Composition. Effective at the Closing, the Company shall cause the Board to be increased from ten directorships to twelve directorships (one of which new directorships shall be elected for an initial term expiring at the Company's annual meeting of Stockholders in 1999 and the other shall be elected for an initial term expiring at the Company's annual meeting of Stockholders in 2000). Effective at the Closing, the Board shall elect the Investor Directors to fill the vacancies created in accordance with this Section 2.1.

Initial Composition. Except as otherwise agreed with the Silver Lake Post-Closing Shareholder, upon the Closing, the Board initially shall be composed of (a) ten Directors, consisting of (i) up to nine Directors designated by the Silver Lake Post-Closing Shareholder, including a sufficient quantity of Independent Directors as is required to meet the requirements of both of (i) the SEC and (ii) the Listing Exchange, who initially shall be determined by the board of directors of the Company; and (b) one Director designated by Sponsor, who initially shall be ▇▇▇▇▇ ▇▇▇▇▇, who shall serve as a Class II Director.

Initial Composition. At and immediately after the Closing, the Board shall have ten directors, divided into three classes. Frank Sanchez (as a Class I Director), William P. Foley, II (as a ▇▇▇▇▇ ▇▇ ▇▇▇▇ctor) and a third director ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇s Independent, to be designated prior to the Closing, (as a Class III Director) are hereby designated by the Purchaser and shall be elected by the Board to serve effective at and immediately after the Closing. Members of the Board which the Purchaser designates under any section of this Agreement are referred to as the "Purchaser Directors."

Initial Composition. Following the Effective Date, the Board of Directors of the Company shall consist of seven members. Except as otherwise provided in Section 5.2.2, Mr. Romo shall have the right to nominate a majority of the members o▇ ▇▇▇ ▇▇ard of Directors of the Company, as described herein, which initially shall include Mr. Romo (Chairman of the Board of Directors of the Company and Chief ▇▇▇▇▇▇▇ve Officer of the Company) and three other members to be designated by Mr. Romo (any member of the Board of Directors of the Company designa▇▇▇ ▇▇ ▇r. Romo, including Mr. Romo, a "Romo Designee"). So long as Mr. Romo ▇▇▇ ▇▇▇ right to no▇▇▇▇▇▇ ▇ majo▇▇▇▇ of the members of the B▇▇▇▇ ▇▇ Directors of the Company, FPSH shall have the right to nominate a number of directors equal to the number nominated by Mr. Romo minus one and such number shall initially include Mr. W. Dex▇▇▇ ▇▇▇▇e, III as Vice Chairman of the Board of Directors of the C▇▇▇▇▇▇ ▇▇▇ ▇wo other members to be designated by FPSH (any member of the Board of Directors of the Company designated by FPSH, including Mr. Paine, an "FPSH Designee"). In addition, FPSH and Mr. Romo may ag▇▇▇ ▇▇ ▇▇minate additional mutually agreeable independ▇▇▇ ▇▇▇▇ers of the Board of Directors of the Company, provided, however, that, except as otherwise provided in Section 5.2.2, Mr. Romo shall be permitted to nominate additional directors in order ▇▇ ▇▇▇▇tain a majority of the Board of Directors of the Company. Subject to Section 5.3.1, so long as Mr. Romo has the right to nominate a majority of the members of the B▇▇▇▇ ▇▇ Directors of the Company, the Board of Directors of the Company shall be entitled to operate the business of the Company in accordance with the following principles: (a) if, during a particular fiscal year, there is an Approved Annual Business Plan, the Board of Directors of the Company shall be entitled to operate the business of the Company in accordance with such Approved Annual Business Plan; (b) if, during any particular fiscal year, there is no Approved Annual Business Plan, but there is an Approved Three-Year Business Plan covering such fiscal year, then, during any such fiscal year, the Board of Directors of the Company shall be entitled to operate the business of the Company in accordance with the Approved Three-Year Business Plan, provided, however, that any single capital expenditure equal to or greater than $500,000 or any series of related capital expenditures equal to or greater than $500,000 shall require the app...

Initial Composition. The UHSB initially shall be comprised of eleven (11) members, six (6) of whom shall be appointed by a majority of the Board of Directors of Legacy Health no later than thirty (30) days prior to the anticipated Closing Date (as defined in that certain System Combination Agreemnt by and between OHSU and Legacy Health, dated , 2024 (as amended, restated, supplemented or otherwise modified, the “SCA”)), with such appointment effective upon the Closing Date (the “Legacy Appointees”) and five (5) of whom shall be appointed by the OHSU Board, with such appointment effective upon the Closing Date (the “OHSU Appointees”).

Initial Composition. As of the Effective Time, the size of the Board shall be thirteen (13), comprised as follows: ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and one vacancy (which is intended to be filled by a Sponsor Independent Nominee, subject to and in accordance with Section 3.3(a)(i)).

Initial Composition. The CMG’s initial composition consists of the CMG Members listed in Annex 1.

Initial Composition. The OHSU Health System Committee shall be comprised initially solely of appointees from the from the entity previously named Legacy Health Foundation, an Oregon nonprofit corporation, or any successor thereto (the “Foundation”), except that the OHSU President shall serve on the OHSU Health System Committee ex-officio, without vote.