Members of the Board Sample Clauses
POPULAR SAMPLE Copied 2 times
Members of the Board. (a) Subject to the right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a), from and after the Stockholder Approval Date, if any, the Company shall amend its By-laws, and the Company and Investor will take all actions necessary to cause the Board to be structured to consist of eleven members, of which four members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as soon as practicable after the Stockholder Approval Date. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate nominees to the Board (subject to right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a)) such that Investor shall have on the Board of Directors a number of representatives equal to a percentage of the total number of members of the Board of Directors that is equal to the percentage of Company Common Stock Beneficially Owned by Investor, on a Fully Diluted Basis; provided, however, that (i) if the Investor would be entitled to a fractional number of representatives, the Investor shall instead be entitled to a number of representatives equal to the next higher number, (ii) in no event shall the Investor be entitled to more than four representatives and (iii) after the occurrence of a Termination Event, if any, Investor shall not be entitled to any representatives on the Board of Directors.
(b) Investor will not name any person as an Investor Nominee if (i) such person is not reasonably experienced in business, financial or real estate matters, (ii) such person has been convicted of, or has pled nolo contendere to a felony, (iii) the election of such person would violate any law, or (iv) any event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the 1934 Act has occurred with respect to such person. Investor s...
Members of the Board. If they are unable to agree on the appointment of a Chair, either nominee may request the Minister of Labour to make such an appointment.
Members of the Board a. The Board consists of six (6) members, three (3) directors to be appointed by the Party A (the “Party A Directors”) and three (3) directors to be appointed by Party B (the “Party B Directors”) (all of the directors shall be collectively referred to as the “Directors”). In the event, however, that Party A fails to pay a portion of the required Milestone Payment, in the event such Milestone Payment has been triggered, and its proportion of equity right ownership of the Company’s Equity rights is reduced accordingly under the JV Agreement, each one-third reduction of such equity right ownership shall cause Party A to forfeit the right to appoint one (1) director, and Party B shall have the right to appoint each such director in its place.
b. by notice in writing to the Company by the Equityholder entitled to appoint such Director, as set forth above. A Director shall only be dismissed and/or replaced by the Equityholder that appointed him/her subject to Article 25a) above. The term of office of the Directors will be renewed every three (3) years.
c. The Chairperson of the Board shall preside at every meeting of the Board. The Chairperson of the Board shall be one of the Directors appointed by Party B, The Vice Chairperson of the Board shall be appointed by Party A. If at any meeting the Chairperson is not present within fifteen (15) minutes of the time fixed for the meeting, the Directors present shall choose someone to be the Chairperson of such meeting. Subject to the protective provisions set forth in Article 28, the Chairperson shall be entitled to an additional or casting vote in a Board meeting. The duties and responsibilities of the Chairperson and Vice Chairperson, are as further described in this Articles of Association.
d. A Director may appoint an alternate for a specific matter or for a certain meeting by issuance of notice in this regard to the Company at least two (2) days prior to the date of the Board meeting. If a Director serves as an alternate for one or more additional directors, he/she shall have the number of votes equal to the number of directors he/she represents.
e. None of the Directors or alternate Directors shall be entitled to receive from the Company any remuneration for their services as Directors.
Members of the Board. (a) As of the Closing Date, the Company and Investor will take all actions necessary to cause the Board to be structured to consist of nine members, of which three members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as of the Closing Date. The initial Investor Nominees shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter until the occurrence of a Termination Event, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate three nominees to the Board if the Board is a single class, and one designee per class if the Board is divided into three classes.
(b) Investor will not name any person as an Investor Nominee if (i) such person is not reasonably experienced in business, financial or real estate matters, (ii) such person has been convicted of, or has pled nolo contendere to a felony, (iii) the election of such person would violate any law, or (iv) any event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the 1934 Act has occurred with respect to such person. Investor shall use its reasonable efforts to afford the independent directors of the Company a reasonable opportunity to meet any individual that Investor is considering naming as an Investor Nominee.
(c) The Company will support the nomination of and the election of each Investor Nominee to the Board, and the Company will exercise all authority under applicable law to cause each Investor Nominee to be elected to the Board. Without limiting the generality of the foregoing, with respect to each meeting of stockholders of the Company at which Directors are to be elected, the Company shall use its reasonable efforts to solicit from the stockholders of the Company eligible to vote in the election of Directors proxies in favor of each Investor Nominee.
(d) During the period that Investor shall have ...
Members of the Board. (a) Until a Termination Event, -------------------- the Company and the Stockholders shall take all action necessary to cause: (i) the number of Directors comprising the Board to be equal to fifteen (15) (subject to increase in the case of an Adverse Event, as provided below), (ii) the holders of Preferred Stock, voting separately as a single class, as set forth in the Preferred Stock Certificates of Designations, to have the exclusive right to elect a minimum of three (3) Directors (each such Director, a "Preferred Stock Director"), (iii) any increases in the size of the Board to result in an increase in the number of Preferred Stock Directors (rounded up to the next whole number) such that Preferred Stock Directors represent at least 20 percent (20%) of the votes exercisable by the Board, and (iv) at least a proportionate number (rounded up to the next whole number) of Preferred Stock Directors to serve on each committee of the Board (provided that with respect to the Executive Committee, the Executive Committee shall consist of five members, of which two members shall be Preferred Stock Directors), and at least one Preferred Stock Director to serve on the board or other governing body of each of the Company's subsidiaries and affiliates, other than operational home building companies. In the event (an "Adverse Event") that on any date following the Second Closing that is 60 days after the end of a fiscal quarter of the Company (a "Test Date") both (i) the Average Trading Price of the Common Stock is below $4.375 per share (provided that such amount shall be adjusted for reverse stock splits, recapitalizations and other similar events) and (ii) (x) the percentage change in the EBT per share of the Company (of the Common
Members of the Board. Prior to the Closing, the Board is comprised of three members of management of Gottschalks, one person related to certain members of management of Gottschalks and five independent directors. Immediately following the Closing, Gottschalks, Management and ECI will take all action necessary to cause two Investor Nominees (hereinafter defined) to be added to the Board. Thereafter, subject to the terms of this Agreement, at each annual or special meeting of stockholders of Gottschalks at, or the taking of action by written consent of stockholders of Gottschalks with respect to, which any Directors are to be elected, Gottschalks, Management and Investor will take all action required by this Agreement to cause the Board to be structured to consist of eleven (11) members, of which two (2) members will be designees of ECI (the "Investor Nominees") and the remaining nine (9) members will consist of members of management or persons affiliated with management that are designated by Management (the "Management Nominees") and independent directors (the "Independent Nominees"), collectively, the "Designated Board"; provided, however, that the Designated Board shall be increased to twelve (12) members, and Investor shall be entitled to a total of three (3) representatives on the Designated Board, if and during such time as Investor Beneficially Owns a number of shares of Gottschalks Common Stock equal to at least 30% of the outstanding Gottschalks Common Stock, on a fully diluted basis.
Members of the Board. Section 10(1) the Act provides that the Board shall comprise between 12 and 15 members (including its Chairperson) as determined and appointed by the Minister. Under section 10(3), members are variously nominated by the Minister and by a variety of relevant bodies and other office-holders including the Chief Justice, whose nominee shall act as Chairperson as per section 10(4). The terms of office of Board members are set out in section 11 of the Act. Detailed provisions on the Board’s powers, procedures and meetings are respectively set out in sections 13, 14 and 15 of the Act. In line with the Code of Practice for the Governance of State Bodies, the Parole Board is collectively responsible for leading and directing the organisation’s activities and ensuring high ethical standards. While the Board may delegate particular functions to the Chief Executive (see below), the exercise of such delegation does not absolve the Board from the responsibility for the proper governance of the organisation and the duty to supervise the discharge of delegated functions in accordance with an adequate and effective system of internal control. The Board must act on a fully informed and ethical basis, in good faith, with due diligence and care and in the best interest of the State, having due regard to the Board’s legislative responsibilities and the objectives set by the Minister for Justice and/or the Government. Administrative and governance functions for which the Board members, acting collectively, are responsible include (inter alia): • Deciding on the granting, revoking or varying of parole orders; • The overall administration of applicable legal aid schemes; • Keeping all relevant stakeholders, including the Minister, appropriately informed; • Determining a schedule of functions/decisions to be reserved to the Board; • Setting, reviewing and guiding strategic direction, performance objectives and major plans of action; • Ensuring the confidentiality of the records of the organisation; • Ensuring effective management of public funds; • Ensuring that the organisation has sufficiently robust and up-to-date administrative policies and procedures; and • Devising and consistently implementing/overseeing appropriate governance, internal control and risk management policies and procedures.
Members of the Board. 25.2.1. The Board shall consist of up to 6 (six) members, 3 (three) directors appointed by the Party A(the “Party A Directors”) and three directors appointed by Party B (all of the above - collectively, the “Directors”).
25.2.2. Directors shall be appointed, by notice in writing to the Company, by the Shareholder entitled to appoint such Director, as set forth above. Subject to Section 12.1.5 (Payment Default), A Director shall only be dismissed and/or replaced by the Shareholder that appointed him/her. The term of office of the Directors will be renewed every four (4) years.
25.2.3. The chairperson of the Board of directors will preside at every meeting of the Board. The Chairperson of the Board will be one of the Directors appointed by Party B, initially M▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇. The chairperson of the Board will be the legal representative of the Company. The Vice Chairperson of the Board will be appointed by the Party A. If at any meeting the Chairperson is not present within fifteen (15) minutes of the time fixed for the meeting, the Directors present shall choose someone to be the Chairperson of such meeting. Subject to the terms of Section 25.5 below (Protective Provisions), the Chairperson shall be entitled to an additional or casting vote in a Board meeting.
25.2.4. A Director may appoint an alternate for a specific matter or for a certain meeting, by issuance of notice in this regard to the Company, at least 2 days prior to the date of the Board meeting. If a Director serves as an alternate for one or more additional directors, he/she shall have the number of votes equal to the number of directors he/she represent.
25.2.5. None of the Directors or alternate Directors shall be entitled to receive from the Company any remuneration for their services as Directors.
Members of the Board. The Restated Articles shall provide that the Board of the Company shall consist of up to seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles, among which,
(i) Dehui (upon its exercise of applicable Warrant it held, and so long as it holds no less than 15% of the Shares Company, calculated on an as converted and as diluted basis) shall be entitled to nominate and procure the removal of one (1) director (“Dehui Director”);
(ii) Ctrip (upon its exercise of applicable Warrant it held, and so long as it holds any Shares of the Company) shall be entitled to nominate and procure the removal of one (1) director (“Xiecheng Director”);
(iii) Legend (upon its exercise of applicable Warrant it held, and so long as it holds any Shares of the Company) shall be entitled to nominate and procure the removal of one (1) Director (“Legend Director”, together with Dehui Director and Xiecheng Director, the “Investor Directors”, each an “Investor Director”); and
(iv) the Founder Holdcos shall be entitled to nominate and procure the removal of four (4) Directors (the “Founder Directors”) including the chairman of the Board.
Members of the Board. In accordance with the provisions of Schedule 1 to the Act, the Board will consist of a Chairperson and such number of members as the Minister, after consultation with the Minister for Health, may from time to time as the occasion requires appoint. The term of office of Board members will be five years. The Board will have as an ordinary member at least one approved medical officer. The Board currently consists of four members and generally sits in a panel of three to review cases.