Qualifying Board Group Sample Clauses

Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 15% of the outstanding shares of Common Stock, such Board Group shall be entitled to designate only one individual to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause one of its designated directors to resign or to be removed from the Board. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 7.5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate any individuals to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause its designated director to resign or to be removed from the Board. For purposes of this Agreement, an "Affiliate" is any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition of "Affiliate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and as used in this Agreement the term "Person" means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.
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Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate individuals to serve on the Board, and such Board Group shall use its best efforts to cause its designated directors to resign or to be removed from the Board. For purposes of this Agreement, an "Affiliate" is any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition of "Affiliate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the term "Person" means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.
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Qualifying Board Group. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 15% of the outstanding shares of Common Stock, such Board Group shall be entitled to designate only one individual to serve on the Board, and such Board Group shall upon the Company's request on behalf of the Board use its best efforts to cause one of its designated directors to resign or to be removed from the Board. At such time as either the FRC Parties and their Affiliates (as defined below), on the one hand, or the AMCI Parties and their Affiliates, on the other hand, no longer own at least 7.5% of the outstanding shares of Common Stock, such Board Group shall no longer be entitled to designate any individuals to serve on the Board, and such Board Group shall upon the Company's request on behalf of the
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Related to Qualifying Board Group

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Union Committee ‌ The Union shall appoint and maintain a Committee comprising persons who are employees of the Employer, and/or the Senior Union Official, or her/his representative, which shall be known as the Union Committee. The Union at all times shall keep the Employer informed of the individual membership of the Committee.

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.