Board Composition; Vacancies Sample Clauses

Board Composition; Vacancies. (a) Subject to Section 8.11 and Section 8.17, the size of the Board shall be set at fourteen (14) Directors unless otherwise determined by the Board by Supermajority Board Vote, but in no event shall the Board be less than five (5) Directors. If the number of Directors is reduced to five (5), the Members will work in good faith to identify and elect an additional director(s). (b) The Company and the Members shall take such actions as may be required to ensure that the number of Directors constituting the Board is at all times such number as determined by the Board by Supermajority Board Vote. Each Class A Member which, at the time of its initial investment in the Company, purchases at least five million (5,000,000) Class A Units and each of Xxxxx Fargo and Citi shall have the right to nominate one (1) individual as a Director (the Members which have the rights to nominate Directors hereunder collectively referred to herein as a “Nominating Members” and individually as a “Nominating Member”). All of the individuals so nominated shall be deemed elected to the Board upon such nomination. The right of a Nominating Member to nominate a Director may be eliminated or waived, as applicable, as set forth in Section 8.10, Section 8.11 and Section 8.17. For the avoidance of doubt, a Member shall not be a Nominating Member for so long as such Member’s right to nominate a Director is eliminated or waived pursuant to the immediately preceding sentence. (c) The individual serving as the chief executive officer of the Company (the “CEO”) shall be deemed elected to the Board as a Director at the time of his or her appointment as the CEO by the Board. (d) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a Director, then the Nominating Member that nominated such Director shall have the right to nominate an individual to fill such vacancy and the applicable individual shall be deemed elected to the Board upon such nomination. (e) The Board shall maintain a schedule of all Directors, Alternate Directors and Board Observers (the “Directors and Observers Schedule”), and shall update the Directors and Observers Schedule upon the removal or replacement of any Director, Alternate Director or Board Observer in accordance with this Section 8.3, Section 8.4, Section 8.12, Section 8.13, or Section 8.17, as applicable. A copy of the Directors and Observers Schedule is attached hereto as Exhibit B. Each Me...

Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the number of Managers constituting the Board is at all times three (3). The Board shall be comprised of the following Managers: (i) two (2) individuals designated by Solar, who shall initially be Xxxxxxx X. Xxxxx and Xxxxx Xxxxxxx, and (ii) one (1) individual designated by Deerfield, who shall initially be Xxxxx Xxxx. A Member may, by written notice to the other Members, appoint an alternate or proxy Board designee to take action in place of any current designee who may be temporarily unavailable at the time such action is required. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a Manager, then the Member who appointed such Manager pursuant to the terms of this Section 6.2 shall have the right to designate an individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board.

Board Composition; Vacancies. (a) Subject to the further provisions of this Section 7.02, the Company and the Members shall take such actions as may be required to ensure that the number of Managers constituting the Board is at all times four (4). The list of initial Board members is set forth on Schedule B attached hereto. The Board shall initially be comprised as follows: (i) one individual designated by the GECC Member (the “GECC Manager”); (ii) one individual designated by the Green Member (the “Green Manager”); (iii) two individuals designated and agreed upon by both the GECC Manager and Green Manager (the “Disinterested Managers”), and in each case, at all times shall be an Independent Manager. Unless otherwise determined by the unanimous consent of the Board, the composition of any board of directors or board of managers of any Subsidiary of the Company shall be the same as that of the Board. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of the GECC Manager, then the GECC Member shall have the right to designate an individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board. (c) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of the Green Manager, then the Green Member shall have the right to designate an individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board. (d) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a Disinterested Manager, then the GECC Manager and Green Manager shall have the right to designate an individual (such individual to be agreed upon by both the GECC Manager and Green Manager), who is an Independent Manager, to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board. (e) The Board shall maintain a schedule of all Managers (the “Managers Schedule”), and shall update the Managers Schedule upon the removal or replacement of any Manager in accordance with this Section 7.02 or Section 7.03...

Board Composition; Vacancies. (a) The number of Managers constituting the Board shall be fixed by the Voting Member from time to time, but shall not be less than five nor more than twelve members. Any vacancies in the Board that occur for any reason, including vacancies that occur by reason of an increase in the number of Managers, may be filled only by the Voting Member. (b) The Managers shall elect one of the members of the Board to be chairperson of the Board. The chairperson shall preside at all meetings of the Board, unless absent from such meeting, in which case, if there is a quorum, the Managers present may elect another Manager to preside at such meeting.

Board Composition; Vacancies. The Company and the Members shall take such actions as may be required to ensure that the number of Directors constituting the Board is at all times six (6), unless otherwise agreed pursuant to Section 7.06(a) or unless otherwise provided herein. So long as each Party’s Percentage Interest is at least forty percent (40%), the Board shall always have an equal number of Loop Directors and IVH Directors. The Board shall always be comprised solely of Loop Directors and IVH Directors. The Board shall initially be comprised as follows: (a) three (3) individuals appointed by Loop (each, a “Loop Director”); and (b) three (3) individuals appointed by IVH (each, an “IVH Director”).

Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the Board at all times consists of three (3) Managers. Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, and Xxxx Xxxxxx are designated as the initial Managers to serve for initial terms of one year, two years and three years, respectively. Following such initial terms, the Managers shall be elected by the Voting Members to three-year staggered terms in accordance with this Section 8.02. At all times, at least two Managers must be persons who are not Members or Affiliates of any of the Members (the “Independent Managers”). (b) In the event that a vacancy is created on the Board at any time due to the death, Disability, retirement, resignation or removal of a Manager, the Board or any Member may propose a nominee to fill such vacancy, with the election of a nominee to fill a vacancy requiring the action of Members holding at least a majority of the votes eligible to be cast by the then-outstanding Voting Units. The Company and each Member hereby agree to take such actions as may be required to ensure the election of a person to fill such vacancy on the Board.

Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the number of Managers constituting the Board is at all times four (4). The Board shall be comprised as follows (i) two (2) individuals designated by Solar, who shall initially be Xxxxxxx X. Xxxxx and Xxxxx Xxxxxxx, and (ii) two (2) individuals designated by West, who shall initially be Xxxxx Xxxxxxx and Xxxxxx XxXxxx. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a Manager, then the Member who appointed such Manager pursuant to the terms of this Section 6.2 shall have the right to designate an individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board.

Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the Board at all times consists of at least four (4)

Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the number of Managers constituting the Board is at all times four (4). The Board shall be comprised as follows (i) two (2) individuals designated by Solar, who shall initially be Xxxxxxx X. Xxxxx and Xxxxx Xxxxxxx, and (ii) two (2) individuals designated by Voya IM on behalf of the Voya Members, who shall initially be Xxxx Xxxxxxx and Xxxxx Xxxxx. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a Manager, then the Member who appointed such Manager pursuant to the terms of this Section 6.2 shall have the right to designate an individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board.

Board Composition; Vacancies. 8.2.1 The Company and the Members shall take such actions as may be required to ensure that the number of Managers constituting the Board is at all times four (4). The Board shall be comprised as follows: 8.2.1.1 two (2) individuals designated by Americast (the “Americast Managers”), who shall initially be Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx; and 8.2.1. 2 two (2) individuals designated by Xxxxxx (the “Xxxxxx Managers”), who shall initially be Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxxxxx. 8.2.2 In the event that a vacancy is created on the Board at any time due to the death, Disability, retirement, resignation or removal of a Manager, then the Member designating such Manager shall have the right to designate an individual to fill such vacancy and the Company and each other Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the Member with the right to designate a replacement Manager to fill a vacancy on the Board shall fail to designate in writing a representative to fill such vacant Manager position, and such failure shall continue for more than thirty (30) days after notice from the Company to such Member with respect to such failure, then the vacant position shall be filled by an individual designated by the remaining Manager(s) appointed by such Member then in office; provided, that such individual shall be removed from such position if the Member with the right to designate an individual to fill such vacancy shall so direct and simultaneously designates a new Manager.