Board and Management Sample Clauses

Board and Management. Each Party agrees: (a) to jointly select and appoint the Chief Executive Officer of the Company from among candidates proposed by a Dogus Shareholder, and (b) to vote all its Garanti Shares it then owns to cause (or procure the Company to cause): (i) the Board of Directors to be composed of 9 Directors, 4 of which are to be elected as designated by Dogus Shareholders and 4 of which to be elected as designated by BBVA Shareholders with the final Director to be the Chief Executive Officer (and the Chairman to be designated among the Dogus Shareholders designated Directors). So long as the Dogus Shareholders own at least 15% of the Shares, the boards of directors of the Material Subsidiaries shall be composed under the same principles and in the same proportion as the Board of Directors (therefore, each of the Parties will have the right to appoint half of the members of the board of directors of the Material Subsidiaries). This right is a personal right which may only be exercised by the Dogus Shareholders and may not be assigned to a third party regardless of the assignment of any other rights under this Agreement or adherence by a third party to this Agreement., (ii) the Board of Auditors to be composed of 2 Auditors, 1 of whom to be elected as designated by Dogus Shareholders and 1 of whom to be elected as designated by the BBVA Shareholder, (iii) the credit committee to be composed of four members (in addition to the Chief Executive Officer) with two members appointed by the Dogus Shareholders and two members appointed by the BBVA Shareholders, (iv) the audit committee to be composed of two members with one member from each Party, (v) a human resources committee to be established and composing of (in addition to the Chief Executive Officer) two members with one member from each Party to meet with reasonable regularity in order: (i) to determine the strategy and execution for the appointment of a number of members (approximately 15) of the middle management team of the Company and/or Material Subsidiaries from candidates selected by the BBVA Shareholders in the key business, risk and compliance units of the Company and/or Material Subsidiaries and determine their job descriptions; and (ii) to discuss the appointment and/or dismissal of senior non-Board Executives, and (vi) the appointment of senior non-Board executives upon a decision of the Board of Directors based on the proposal of the Chief Executive Officer.

Board and Management. Contemporaneously with the Effective Time, the current directors and officers of Makena shall resign and the following individuals shall be appointed as directors and officers of Makena: Xxxxxx Xxxxxx (President, Chief Executive Officer and a director); Xxxxxx Xxxxx (Chief Financial Officer); Xx. Xxxxx Xxxxxxxx (Chief Scientific Officer); Xxxxx Ericsson (Vice President, Operations); Xx. Xxxxxxx Xxxxx (Vice President, Applied Science); Xx. Xxxxxxx Xxxxxxx (Vice President, Research and Development); Xxxxxx Xxxx (Corporate Secretary); Xx. Xxxxxx Xxxxxx (Executive Chairman); Xx. Xxxxx Xxxxxx-Wasserthal (director); Xxxxx X. Xxxxxx (director); Xxxxxx Xxxxxxxxx (director); Xx. Xxxxx Xxxxxxxxx (director); and Xx Xxxxxxx (director).

Board and Management. Each Party agrees to vote all Garanti Shares they then own to cause (or procure the Company to cause) the following: (a) the formation of the Board of Directors to be on the following basis: Where Dogus Shareholders own 15% or more of the Shares 6 of the Directors to be elected shall be designated by BBVA Shareholder 3 of the Directors to be elected shall be designated by Dogus Shareholders 9 Directors Where Dogus Shareholders own in excess of 9.95% of the Shares and less than 15% of the Shares 7 of the Directors to be elected shall be designated by BBVA Shareholder 2 of the Directors to be elected shall be designated by Dogus Shareholders 9 Directors Where Dogus Shareholders own 9.95% of the Shares 8 of the Directors to be elected shall be designated by BBVA Shareholder 1 of the Directors to be elected shall be designated by Dogus Shareholders 9 Directors Where Dogus Shareholders owns less than 9.95% of the Shares All of the Directors to be elected shall be designated by BBVA Shareholder BBVA Shareholder may determine number of Directors on the Board of Directors and, in the event that Dogus Shareholders drops below one of the thresholds above where it holds less than 15% of the Shares, then the provisions applicable to such threshold shall continue to apply to it notwithstanding any future increase in its ownership of Shares, (b) the Chief Executive Officer to be jointly selected by the BBVA Shareholder and Dogus Shareholders from among candidates selected by the BBVA Shareholder and to be designated a representative of the BBVA Shareholder (and the Chairman to be designated by BBVA Shareholder). If the Dogus Shareholders own less than 15% of the Shares, BBVA Shareholder shall determine and approve the person appointed to the post of Chief Executive Officer, (c) so long as Dogus Shareholders own at least 15% of the Shares, the Board of Auditors to be composed of 2 Auditors, 1 of whom to be elected as designated by BBVA Shareholder and 1 of whom to be elected as designated by Dogus Shareholders. If the Dogus Shareholders owns less than 15% of the Shares, the composition of the Board of Auditors shall be determined by BBVA Shareholder, (d) so long as the Dogus Shareholders own at least 15% of the Shares, the credit committee to be composed of three members (in addition to the Chief Executive Officer) with two members appointed by the BBVA Shareholder and one member appointed by the Dogus Shareholders, (e) so long as the Dogus Shareholders own at least 15% ...

Board and Management. (a) The Parties agree that as soon as practicable following the Effective Date, subject to the Parent meeting its information obligations under the 1934 Act, the board of directors and executive officers of the Parent shall consist of the following individuals, and such other individuals as may be designated by the Company: NAME TITLE(S) Xxxxxx Xx-Xxxxxx Director, President and Chief Executive Officer

Board and Management. Upon completion of the Disposal and the Capital Injection, the board of directors of the Target shall consist of five directors, two of which shall be appointed by the Transferees, two of which shall be appointed by the Transferor and one of which shall be appointed by the Target Management. The chairman of the board of directors shall be nominated by the Transferees.

Board and Management. At and after the Effective Time and subject to the provisions of the CBCA, the Adherex Board will be reconstituted to consist of nine (9) directors, four (4) of whom shall be nominees of the Company (the “Company Nominees”), four (4) of whom shall be nominees of Adherex (the “Adherex Nominees”) and one (1) of whom shall, promptly following the Effective Time, be nominated jointly by the Company Nominees and the Adherex Nominees. The Company Nominees shall be Xxxx X. Xxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxx Xxxxxx. The Adherex Nominees shall be Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx. Xx. Xxxxxx shall be appointed Chairman of the Adherex Board. At and after the Effective Time, Xx. Xxxxxx shall be appointed to serve as Chief Executive Officer of Adherex, Xx. Xxxxxx shall serve as President and Chief Operating Officer of Adherex.

Board and Management. Chairman Xxxxxx Xxxxxxxxx Executive Director Xxxxxx Xxxxx Non-Executive Director Xxxx Ribbons Chief Executive Officer Xxxx Xxxxx Company information, ASX announcements, investor presentations, corporate videos and other investor material on the Company’s projects can be viewed at xxx.xxxxxxxxx.xxx.xx The only previous exploration on Montezuma’s tenure has been recorded by Western Mining Corporation (WMC) in 1997, and includes 377 soil geochemical samples on a 1,600m x 200m grid and in filled to 400m x 200m around areas of gold anomalism. A total of 36 samples record Au greater than 5ppb (anomalously high) and the highest result recorded was noted to be 22ppb. These anomalous results highlight a cluster of 5 roughly linear zones, overlying granitic intrusives and their respective contact areas. The size and shapes of theses clusters are roughly similar in scale to the RAB interface anomalies defined by Gold Road Resources Ltd (GOR) at their Gruyere, Toto and YAM14 Au prospects to the immediate NW of ELA 38/28891. CEO Xxxx Xxxxx said, “once the tenement is granted and we’ve received the required statutory and heritage approvals, follow-up work will be commenced by the Company. This work will initially involve ground truthing the historic samples and in turn will lead to the eventual drilling of selected gold targets. It is anticipated that 2015 will be a busy and active year for Montezuma”.

Board and Management. (a) On Closing, the Seller shall, and shall procure Xx. XX Jiangtao () (together with the Seller, the “Seller Directors”) to, resign from the board of directors of the Company and each committee thereof, effective immediately, provided that the Seller shall also resign from the positions of Chief Executive Officer and acting Chief Financial Office of the Company, effective immedaiately upon the Closing. (b) On Closing, the Seller shall use his best efforts and take any and all necessary or desirable actions to approve that two individuals nominated by the Buyer (the “Buyer Nominees”) promptly become elected or appointed as directors of the Company, provided that such Buyer Nominees are not prohibited by any applicable law or stock exchange rules to be a public company director. (c) The Seller agrees that from the date hereof he will not, and will not agree to, nor cause his Affiliates or the Seller Directors to, take or cause to be taken any action or do or cause to be done anything that could prevent, hinder or delay the transactions contemplated hereby or under the Transaction Documents, including the covenants under this Section 5.01 . (d) In connection with the resignation of the Seller Directors and the appointment of the Buyer Nominees as directors of the Company, the Seller shall use his best efforts and take any and all necessary or desirable actions to (A) cause the Company to issue one or more press releases in respect of such changes to the board of directors and management of the Company that is consistent with the disclosure requirement under the Exchange Act and includes any reasonable content proposed by the Buyer and (B) cause the Company to consult with and obtain the Buyer’s prior consent (not to be unreasonably withheld or delayed) before issuing any press release or making any public statement or filing in respect of such appointment or change.

Board and Management. Chairman Xxxxxx Xxxxxxxxx Executive Director Xxxxxx Xxxxx Non-Executive Director Xxxx Xxxxxxx Exploration Manager Xxxx X’Xxxxx Company information, ASX announcements, investor presentations, corporate videos and other investor material on the Company’s projects can be viewed at xxx.xxxxxxxxx.xxx.xx Figure 1: Soil anomalies generated by Independence Group NL exploration between 2008 and 20101. Figure 2: Detailed view of the Independence Group NL generated Brahma soil geochemical anomaly and selected drill results from systematic geochemcial aircore drilling and reconnaisance RC and DD drilling1.

Board and Management. (a) Prior to the SA Closing, FH and XC shall take all action necessary to cause the XC Board, effective as of the SA Closing, to consist of twelve (12) members comprised of (i) seven (7) directors designated in writing by FH not less than five (5) Business Days prior to the SA Closing, one of which shall be the Chief Executive Officer of XC (determined pursuant to Section 5.20(b)) (such directors contemplated by this clause (ii) to be designated as “FH Directors” on Schedule 3.01(a) of the Shareholders Agreement) and (ii) five (5) directors from among the members of the XC Board as of immediately prior to the SA Closing designated in writing by the XC Board not less than five (5) Business Days prior to the SA Closing and reasonably acceptable to FH (such directors contemplated by this clause (ii) to be designated as “Continuing Directors” on Schedule 3.01(a) of the Shareholders Agreement). (b) FH and XC shall take all actions necessary to ensure that effective at the SA Closing, the Chief Executive Officer of XC shall continue to serve in such position, to hold office from and after the SA Closing until the earliest of appointment of his or her successor, resignation or removal. In the event that such Chief Executive Officer of XC is unwilling or unable to serve at the SA Closing, the board of directors of FH and the XC Board shall mutually agree upon a replacement prior to the SA Closing; provided, that nothing in this Section 5.20 shall obligate XC to increase the compensation of, or make any other payments to, the Chief Executive Officer of XC.