Board Composition and Representation. (a) The number of directors comprising the Board will not exceed five. Subject to Section 3.3(b) and Section 3.3(c), the directors comprising the Board will consist of (i) two (or, in the circumstances described in Section 3.3(b), three) representatives designated by WLR (as long as WLR is the Majority Stockholder), one of whom will be the Chairman of the Board, (ii) one representative designated by Franklin (as long as Franklin is a Minority Stockholder), and (iii) (if Lear NAOC so elects) one representative designated by Lear NAOC (as long as Lear NAOC is a Minority Stockholder). The composition of the Board as of the Effective Date will be as specified on Schedule 2. Lear NAOC may elect to designate a director by providing written notice to the Company to that effect identifying its designee. Such designee shall become a director on the earlier to occur of (i) the third Business Day after delivery of such notice and (ii) the day on which WLR designates its third director. Each Stockholder agrees to vote or cause its shares of Common Stock to be voted at any meeting of the Stockholders and any and all postponements and adjournments thereof or in any other circumstances in which a vote, consent or other approval (including by written consent) is sought to elect or remove the directors designated pursuant to this Section 3.3 to serve on the Board and any other similar matter.
Board Composition and Representation. (1) As of the date of this Agreement and during the Initial Period, the Board shall initially consist of eight Directors. The initial Directors of the Corporation shall be Xxxx Xxxxx (Chair), Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx and Xxxx Xxxxx. The initial TELUS Nominees shall be Xxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx and Xxxxxxx Xxxxx. The initial Baring Nominees shall be Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx.
Board Composition and Representation. As long as the Investor owns in the aggregate 10% or more of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the provisions of this Section 2.1 shall apply.
Board Composition and Representation. (a) The Board shall consist at all times of an odd number of Directors. As of the Initial Closing Date, the Corporation agrees that it shall have five (5) Directors, one of which shall be appointed on the Initial Closing Date by the Lead Investor and appointed by the Board. The Lead Investor shall be entitled to designate nominees for election or appointment to the Board (the "DH Directors") as follows:
Board Composition and Representation. (a)On the Closing Date, the Corporation agrees that the Board shall consist of seven directors. Of such directors, the Corporation covenants and agrees to appoint, within 15 days of the Closing Date, one individual selected by the Investor to serve on the Board (the “Board Designee”) until the next meeting of Shareholders at which the election of directors to the Board is considered. The Corporation covenants and agrees that it will procure the resignation of one director to facilitate the change to the composition of the Board contemplated by the preceding sentence.
Board Composition and Representation. (a) Provided that Bxxxxxx’x Ownership Percentage is at least 10%, Barrick shall be entitled to designate one (1) nominee (the “Board Designee”) for election or appointment to the Board from time to time and the Corporation will promptly, and in any event within 10 Business Days of the receipt of written notice from Barrick of the identity of its Board Designee, cause such Board Designee to be appointed to the Board, and recommend such Board Designee for election to the Board at each annual meeting of shareholders. The Corporation covenants and agrees that the Board will pass any resolution required from time to time to increase the size of the Board or procure the resignation of a director to facilitate the change to the composition of the Board to give effect to the appointment of the Board Designee pursuant to this Section 3.1. For the avoidance of doubt, Barrick shall have the right but not the obligation to nominate a Board Designee. In the event that Bxxxxxx’x Ownership Percentage decreases to below 10%, the Corporation shall be entitled, in its sole discretion, to request the resignation of the Board Designee.
Board Composition and Representation. (1) As of March 9, 2023, the Board consists of 11 Directors, being Xxxxxx Xxxxxxxxx (Chair), Xxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx. The current TELUS Nominees are Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxx. The Board will consist of 11 Directors, except as otherwise may be agreed by TELUS. Section 3.2
Board Composition and Representation. (a) The Board shall consist of at least four and no more than nine Directors.
Board Composition and Representation. (a) The Corporation and the Investor acknowledge and agree that the Board currently consists of eight (8) directors.
Board Composition and Representation. (a) On the Effective Date, the Corporation agrees that the Board shall consist of six (6) directors. Of such directors, the Corporation agrees to appoint, on the Effective Date, one (1) individual selected by the Investor to serve on the Board until the next meeting of Shareholders at which the election of directors to the Board is considered. Such individual shall be appointed chair of the Board.
