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—
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)). --------------
Composition of Board of Directors. The Fire Department agrees that as long as this Agreement or subsequent renewals of an existing Agreement are in effect, the following restrictions shall apply to the Board of Directors:
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").
Composition of Board of Directors. (a) The Board of Directors shall at all times consist of three (3) Directors to be designated by the Class A Members as follows: (i) two (2) Directors designated by SHR, who shall initially be and ; and (ii) one (1) Director designated by RECO, who shall initially be . The Director designated by RECO is referred to as the “RECO Director”.
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. 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:
Composition of Board of Directors. The Board shall be established and organized as provided in Section 8 of the Contract. As provided in the Contract, the members of the Board shall serve without compensation. Necessary and authorized expenses incurred by members on behalf of the District shall be reimbursed from District funds in accordance with procedures established in Section 6 hereof.
Composition of Board of Directors. (a) 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.
Composition of Board of Directors. (a) The Parties hereby agree that the Board of Directors of the Company (the “Board of Directors”) shall consist of four (4) directors (each a “Board Member”), having a term of office up to three years or until the resignation or removal of such Board Member in accordance with this Agreement. KRD Kurdoğlu shall have the right to nominate and appoint three (3) Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint one (1) Board Member to the Board of Directors; provided, however, that (i) if KRD Kurdoğlu fails to fund the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement, KRD Kurdoğlu shall not be entitled to nominate or appoint any Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint four (4) Board Members to the Board of Directors, in each case unless and until KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, in which case KRD Kurdoğlu shall thereafter be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors; and (ii) if KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement but fails to fund the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, KRD Kurdoğlu shall no longer be entitled to nominate and appoint three (3) Board Members to the Board of Directors and thereafter shall be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors. For the avoidance of doubt Cartesian shall be entitled to appoint three (3) Board Members to the Board of Directors during the periods when KRD Kurdoğlu is entitled to appoint only one (1) Board Member to the Board of Directors. Upon the issuance of the Bonus Shares to KRD Kurdoğlu and so long as KRD Kurdoğlu retains such shares, KRD Kurdoğlu shall be entitled to appoint one (1) Board Member to the Board of Directors in the event it has no other representative on the Board of Directors.
