Board Composition and Meetings Sample Clauses
Board Composition and Meetings. (a) The Board shall consist of four (4) members (each, a “Director”), which Directors shall be designated as follows:
(i) The WME Member, for so long as it holds Units equal to at least the Ownership Minimum, shall be entitled to designate two (2) Directors, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; provided, that for so long as the WME Member holds at least 150,000 Common Units, the WME Member shall be entitled to designate one (1) Director;
(ii) The SL Member, for so long as it holds Units equal to at least the Ownership Minimum, shall be entitled to designate one (1) Director, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇; and
(iii) The KKR Member, for so long as it holds Units equal to at least the Ownership Minimum, shall be entitled to designate one (1) Director, who shall initially be ▇▇▇▇ ▇▇▇▇▇.
(b) The WME Member, for so long as it holds Units equal to at least the Ownership Minimum, may designate one Director as Chairman of the Board (the “Chairman”). The Chairman shall preside at meetings of the Board and the Chairman or any other Director shall have the authority to set agenda items for due consideration at any meeting of the Board. In the absence of the Chairman at any meeting of the Board, any Director present at a duly called meeting of the Board shall preside.
(c) The Board or any committee thereof may hold meetings either within or without the State of Delaware or within or without the United States, and at each meeting of the Board or committee thereof, all Directors thereof, as applicable, shall be provided the right to participate by telephone, video conference or other readily available communications facility that permits all persons participating to hear and speak to each other and such participation in a meeting shall be sufficient to constitute presence in person at such meeting. Attendance or participation of any Director at a meeting of the Board of committee thereof shall constitute a waiver of notice of such meeting, except to the extent such Director attends or participates in such meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because such meeting is not properly called or convened.
(d) The Board shall hold regular meetings on at least a quarterly basis, which shall be held on such dates and at such times and places as may be designated from time to time by the Chairman. Written notice of each meeting of the Board of Directors and the contemplated agenda in reas...
Board Composition and Meetings. (a) The Board shall consist of [•] members (each, a “Director”), which Directors shall be designated by SAFE.
(b) The Board or any committee thereof shall be entitled to schedule regularly scheduled meetings. The initial schedule for such meetings will be determined by the initial Board. Regularly scheduled meetings of the Board may be held without prior notice, at such time, date and place, within or outside the State of Delaware, as the Board may from time to time decide. Special meetings of the Board may be called, by at least one (1) Business Day’s advanced written notice designating the time, date, place and purpose thereof, by any Director or the Secretary of the Company. Directors may participate in meetings of the Board by means of telephone conference or other communications equipment; provided that all Directors participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
(c) Once appointed, a Director will serve on the Board until (i) his or her death or disability, (ii) resignation or (iii) the removal of such Director from the Board by the Person(s) having the right to designate such Director pursuant to Section 9.2(a).
(d) Notwithstanding any duty existing at law, in equity or otherwise, any Director may be represented at a meeting of the Board by proxy, which proxy must be notified to the Board by letter, signed by the Director giving the proxy, addressed to the Board and delivered prior to the commencement of the meeting.