Executive Chairman. The board may from time to time appoint an executive chairman who shall be a director and, subject to the authority of the board, shall have such powers and duties as the board may specify. If appointed, the executive chairman shall be the chair of the board. The executive chairman shall be an officer of the Corporation and will report directly to the board.
Executive Chairman. The Executive Chairman shall initially be selected by majority vote of the Search Committee, which must include the approval of the representatives of Appaloosa and the Unsecured Creditors’ Committee. Any successor Executive Chairman shall be selected by the Nominating and Corporate Governance Committee of the Board, subject (but only for so long as any of the Series A-1 Preferred Stock remains outstanding) to the approval of the Series A-1 Preferred Stock Holders. Upon approval, such candidate shall be recommended by the Nominating and Corporate Governance Committee to the Company’s Board of Directors for appointment as the Executive Chairman and nomination to the Board. The Preferred Stock Holders will vote on the candidate’s election to the Board on an as-converted basis together with holders of Common Stock. Notwithstanding the foregoing, if there shall occur any vacancy in the office of the Executive Chairman during the initial one (1) year term, the successor Executive Chairman shall be nominated by the Series A-1 Preferred Stock Holders (but only for so long any of as the Series A-1 Preferred Stock remains outstanding) subject to the approval of the Nominating and Corporate Governance Committee of the Board. The Executive Chairman shall be a full-time employee of the Company with his or her principal office in the Company’s world headquarters in Troy, Michigan and shall devote substantially all of his or her business activity to the business affairs of the Company. The Executive Chairman shall cause the Company to and the Company shall be obligated to meaningfully consult with the representatives of the Series A-1 Preferred Stock Holders with respect to the annual budget and material modifications thereto prior to the time it is submitted to the Board for approval. The employment agreements entered into by the Company with the Executive Chairman and the Chief Executive Officer shall provide that (i) upon any termination of employment, the Executive Chairman and/or the Chief Executive Officer shall resign as a director (and the employment agreements shall require delivery at the time such agreements are entered into of an executed irrevocable resignation that becomes effective upon such termination) and (ii) the right to receive any payments or other benefits upon termination of employment shall be conditioned upon such resignation. If for any reason the Executive Chairman or the Chief Executive Officer does not resign or the irrevocable resignation ...
Executive Chairman. The Corporation shall have an Executive Chairman, who shall be a member of and Chairperson of the Board and shall have authority to consult with and provide guidance to the Chief Executive Officer, and to perform such other functions as are specified in these Bylaws or delegated to such person by the Board.
Executive Chairman. The Board shall appoint an Executive Chairman (the “Executive Chairman”), who shall be one of the directors appointed by the holders of the Common Stock and Series Preferred, voting together as a single class on an as-if-converted basis (an “Independent Director”), and shall initially be Xxxxx X. Xxxxxxxx, Ph.D. The Executive Chairman shall work on behalf of the Company approximately one day per week and shall be compensated for such service as determined by the Compensation Committee of the Board, or if no such committee exists, by the disinterested members of the Board.
Executive Chairman. The Board shall elect an Executive Chairman of the Board following each Annual General Meeting of Shareholders in accordance with Exhibit A hereto. The Executive Chairman of the Board reports to the Board, presides over meetings of the Board and shareholders and is responsible for coordinating the overall management and functioning of the Board. The core responsibilities of the Executive Chairman shall be as follows: · Lead the Board, be responsible for its overall effectiveness and serve as chairman of all meetings of the Board; · Facilitate discussion among the members of the Board; · Oversee a program for the annual Board evaluations; · Meet with the CEO one-on-one to discuss executive sessions and provide feedback to the CEO; · Develop an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing Company operations; · Set the agenda for Board meetings and Board committee meeting schedules in consultation with the CEO and other members of the Board; · Save to the extent reserved to the Independent Lead Director pursuant to paragraph 2 below, develop standards as to the quality, quantity and timeliness of the information submitted to the Board by the Company’s management that is necessary or appropriate for the directors to effectively and responsibly perform their duties; · Provide assurance and oversight of the integration and synergy plan for the Company and work with the CEO in designing a framework for integration and synergy achievement by the Company; · Provide advice to the CEO regarding integrating the talent and cultures of Ensco and Rowan; and · At the CEO’s request, provide support concerning: (i) industry and customer relationships, (ii) investor relations and (iii) external communications. The Executive Chairman shall not be a member of the Executive Management Committee or any committee established for similar purposes. The Company will maintain an office for the Executive Chairman at the Company’s headquarters in
Executive Chairman. Subject to the second paragraph of this Section 3, Xxxx X. Xxxxxxx shall be appointed the chairman of the Board (the “Executive Chairman”) for the 18-month period commencing at the Effective Date. During such 18-month period, the Board shall not and shall cause the Company not to amend, modify or terminate that certain Restated Employment Agreement, dated as of the date of the Transaction Agreement, between Ensco Services Limited and Xx. Xxxxxxx (the “Chairman Agreement”) without the unanimous vote of the members of the Board. For the avoidance of doubt and in compliance with the Company’s Articles, Xx. Xxxxxxx shall not be entitled to vote with respect thereto. If Xx. Xxxxxxx is unable or unwilling to serve at any time (including in circumstances where he is not re-elected as a director of the Company at the first Annual General Meeting of Shareholders after the Effective Date or is otherwise removed from office by a resolution of the Company’s shareholder in accordance with applicable law) or when Xx. Xxxxxxx’x term as Executive Chairman expires, then a non-executive chairman shall be appointed by the Board from among the independent directors of the Board. In the event a non-executive Chairman is appointed, the Board may, in its discretion, elect either to fill the vacancy caused by the departure of the Executive Chairman by appointing an additional non-executive director or to cause the size of the Board to be reduced by one.
Executive Chairman. If the Board designates the Chairman of the Board as the Executive Chairman of the Board, he or she shall be an officer of the Corporation. The Executive Chairman of the Board: (i) shall provide advice and counsel to the Chief Executive Officer, the President and other members of senior management in areas such as corporate and strategic planning and policy, acquisitions, major capital expenditures and other areas requested by the Board; (ii) may sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and (iii) shall, in general, perform all duties as may be prescribed by these By-Laws or assigned to him or her by the Board from time to time.
Executive Chairman. Parent shall take all necessary action to cause, effective at the Effective Time, the Chief Executive Officer of the Company as of the date hereof to be appointed to the position of Executive Chairman of the Board of Directors of Parent, subject to such individual being an employee in good standing with the Company as of immediately prior to the Effective Time and being willing and able to hold such position. In such capacity, the Executive Chairman of the Board of Directors of Parent will be (i) the Chairman of the Board, (ii) an officer and (iii) a member of the senior management team of Parent and will be entitled to participate in all meetings thereof.
Executive Chairman. Immediately following the Effective Time, the executive chairman of the board of directors of comScore shall be Xxxxx Xxxxxxx.
Executive Chairman. Xxxxxxx Xxxxxxxx shall have executed an offer letter to become the Executive Chairman of the Company and assume the primary responsibility for pursuit of a successful Change in Control Transaction (as defined in the Notes).
