Board Constitution Sample Clauses

Board Constitution. The Company shall have taken all actions necessary to provide that the Board shall consist of seven members, and the Company shall have caused the Original Investor Designee, the two additional individual designated by the Investor (the "Additional Investor Designees" and, together with the Original Investor Designee, including their successors nominated by the Investor, the "Investor Designees"), one director who is then an incumbent member of management of the Company and the independent directors appointed pursuant to Section 6.10, to be appointed to the Board, effective as of the Closing.
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Board Constitution. The Memorandum and Articles shall provide that the Company’s Board shall consist of no more than ten (10) directors, which number of directors shall not be changed unless approved pursuant to this Agreement. So long as the Majority Series A Preferred Holder(s) holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Majority Series A Preferred Holder(s) shall be entitled to nominate one (1) director of the Board (the “Series A Director”). For so long as the Majority Series A Preferred Holder(s) holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series A Director shall be immediately removed from the Board. So long as Jing Dong holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, Jing Dong shall be entitled to nominate two (2) directors of the Board (the “JD Directors”, and each a “JD Director”). For so long as Jing Dong holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the JD Directors shall be immediately removed from the Board. So long as the Majority Series C Preferred Holder(s) holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Majority Series C Preferred Holder(s) shall be entitled to nominate one (1) director of the Board (the “Series C Director”) and so long as Tiantu holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the holders of the Series C Preferred Shares shall agree and ensure that Tiantu shall nominate the Series C Director. For so long as Tiantu holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series C Director appointed by Tiantu shall be immediately removed from the Board and the one or group holders of the Series C Preferred Shares constituting the Majority Series C Preferred Holder(s) shall be entitled to nominate the Series C Director. For so long as the Majority Series C Preferred Holder(s) holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series C Director shall be immediately removed from the Board. So long as the Majority ...
Board Constitution. All actions shall have been taken to constitute the Board of Directors of the Company and each relevant subsidiary, effective upon the Closing, in accordance with the requirements of the Shareholders Agreement and each director of the Company shall have entered into a director indemnification agreement as contemplated by the Shareholders Agreement.
Board Constitution. We require that the nominating committee appoint a new chairman and that in-person physical quarterly board meetings be properly planned, scheduled and held. Upon 1st closing, Dx. Xxxxxxxx X. Carson, assuming he is willing, will become Chairman in a transitional capacity until the nominating committee is formed and the nominating process produces a replacement Chairman. If Dx. Xxxxxx is unwilling or unable to be the Chairman, Mx. Xxxxxxx will serve that role as a backup. Also upon 1st closing, Mx. Xxxxxxx will serve as Nominating Committee Chairman and initiate the nominating process for board reconstitution. As Vaccinogen transforms with our capital investment, it is important that a future Vaccinogen board be comprised of most distinguished health care industry/business leaders possible that can attract many institutional investors. As of the date of this letter and until after the 1st closing, we insist that no new board or committee appointments be made without our approval. Board re-constitution needs to take place in the following manner with a maximum total of seven directors: Upon the 1st Closing 1. Mx. Xxxxxxx (representing new investors since 2007) 2. A TIS nominee (as vice chairman and chair of nominating committee) 3. Mx. Xxxxxxx 4. Dx. Xxxxx (chairman emeritus, director) 5. Dx. Xxxxxx (as Chairman, if willing)
Board Constitution. A Board of Directors shall be constituted for the Corporation. The Board of Directors shall consist of five (5) directors (each, a “Director” and collectively, the “Director”), of whom (i) one shall be the individual that is the Chief Executive Officer of the Corporation at the relevant time (the “CEO Director”), (ii) two shall be the individuals that each Large Stockholder has designated to the Board of Directors (each, a “Large Stockholder Director” and collectively, the “Large Stockholder Directors”), (iii) one shall be the individual that is jointly designated by the Large Stockholders (the “Joint Large Stockholder Director”) and (iv) one shall be the individual that is jointly designated by the Minority Designating Stockholders (the “Joint Minority Designating Stockholder Director”), and, in each case of ‎(ii)-‎(iv), all such Directors shall be Independent Directors selected in accordance with ‎Section 2.01(b). For the avoidance of doubt, termination, resignation or other removal of the individual then serving as Chief Executive Officer shall automatically result in the deemed resignation from the Board of Directors of such individual from the position of CEO Director, and the appointment of a new Chief Executive Officer shall automatically result in the deemed appointment to the Board of Directors of such new Chief Executive Officer as the CEO Director. Subject to the following proviso, the Board of Directors shall select a Director (other than the CEO Director) to serve as the Chairman of the Board (the “Chairman”) from time to time, having such responsibilities as are determined by the Board of Directors; provided that the Large Stockholders shall have the right to jointly select the initial Director that shall be designated as the Chairman (which may be a Large Stockholder Director or another Director (other than the CEO Director)). The Corporation and each Stockholder shall take such action as may be required under applicable Law, the Organizational Documents and this Agreement to cause the Board of Directors to consist of the number of authorized Directors specified in this ‎Section 2.01(a) and to be composed of the Directors specified in ‎Section 2.01(a) and ‎Section 2.01(b). From and after the Effective Date, (i) the Corporation agrees to include in the slate of director nominees to be voted upon by Stockholders at any annual or special meeting of stockholders of the Corporation at which directors are to be elected, or as otherwise permitted u...
Board Constitution. The initial directors designated by the holders of Common Stock shall be Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, and X. Xxxxxx Xxxxxx III. The initial Series B Preferred Stock directors designated by the Quercus Trust shall be Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx. The initial Series B Preferred Stock director designated by Xxxxxx X. Xxxxx shall be Xxxxx Xxxxxx. The Board shall be set at seven, with three directors being selected by the Common Stockholders and four directors being selected by the Series B Preferred Stockholders. The parties further agree that the Quercus Trust shall designate three of the four Series B Stockholder directors and that Xx. Xxxxx shall designate the fourth Series B Preferred Stockholder director. X. Xxxxxx Xxxxxx III shall resign and be replaced by the new CEO at such time such individual is hired. Additionally, at least one representative of the Quercus Trust shall have a seat on the board of managers of the Company’s subsidiary, Xxxxxxx-Thermo Carbon Capture, LLC.
Board Constitution. The Board shall be comprised of five directors, of which at least three directors shall be serving, with the fourth and fifth directorships to be filled as soon as practicable following Closing, one of which shall be the Preferred Director (as such term is defined in the Investor Rights Agreement).
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Board Constitution. 30 ------------------ SECTION 5.20 Termination of Covenants....................................................31 ------------------------
Board Constitution. The Company shall, by no later than December 31, 2002, cause the number of members of the Board of Directors of the Company to be no greater than seven (7), of whom two (2) shall be Series G Directors (as defined in the Series G Certificate of Vote).

Related to Board Constitution

  • Interpretation and Construction When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

  • Governing Law and Construction THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto.

  • Advances Do Not Constitute a Waiver No Advance made hereunder shall constitute a waiver of any condition to any Lender’s obligation to make such an advance unless such waiver is in writing and executed by such Lender.

  • Certain Matters of Construction The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Lenders’ notice addresses under Section 13.3.1; or (g) discretion of any Lender mean the sole and absolute discretion of such Person. All calculations of fundings of the Loans, and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision.

  • Interpretation and Rules of Construction In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) references to a Person are also to its successors and permitted assigns; and (h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

  • Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

  • Applicable Law and Construction This Lease may be executed in counterparts, shall be construed as a sealed instrument, and shall be governed exclusively by the provisions hereof and by the laws of the state where the Property is located without regard to principles of choice of law or conflicts of law. A facsimile signature to this Lease shall be sufficient to prove the execution by a party. If any provisions shall to any extent be invalid, the remainder shall not be affected. Other than contemporaneous instruments executed and delivered of even date, if any, this Lease contains all of the agreements between Landlord and Tenant relating in any way to the Premises and supersedes all prior agreements and dealings between them. There are no oral agreements between Landlord and Tenant relating to this Lease or the Premises. This Lease may be amended only by instrument in writing executed and delivered by both Landlord and Tenant. The provisions of this Lease shall bind Landlord and Tenant and their respective successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns and of Tenant and its permitted successors and assigns, subject to Article 13. The titles are for convenience only and shall not be considered a part of this Lease. This Lease shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Landlord and Tenant have contributed substantially and materially to the preparation of this Lease. If Tenant is granted any extension or other option, to be effective the exercise (and notice thereof) shall be unconditional; and if Tenant purports to condition the exercise of any option or to vary its terms in any manner, then the purported exercise shall be ineffective. The enumeration of specific examples of a general provision shall not be construed as a limitation of the general provision. Unless a party’s approval or consent is required by the express terms of this Lease not to be unreasonably withheld, such approval or consent may be withheld in the party’s sole discretion. The submission of a form of this Lease or any summary of its terms shall not constitute an offer by Landlord to Tenant; but a leasehold shall only be created and the parties bound when this Lease is executed and delivered by both Landlord and Tenant and approved by the holder of any mortgage of the Premises having the right to approve this Lease. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of partners or joint venturers or any relationship other than landlord and tenant. This Lease and all consents, notices, approvals and all other related documents may be reproduced by any party by any electronic means or by facsimile, photographic, microfilm, microfiche or other reproduction process and the originals may be destroyed; and each party agrees that any reproductions shall be as admissible in evidence in any judicial or administrative proceeding as the original itself (whether or not the original is in existence and whether or not reproduction was made in the regular course of business), and that any further reproduction of such reproduction shall likewise be admissible. If any payment in the nature of interest provided for in this Lease shall exceed the maximum interest permitted under controlling law, as established by final judgment of a court, then such interest shall instead be at the maximum permitted interest rate as established by such judgment.

  • Definitions and Construction 1 1.1 Definitions.....................................................................................1 1.2

  • Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

  • General Rules of Construction Except as expressly stated otherwise, all references to “Paragraph(s)” or “Section(s)” in this Contract are references to Paragraphs and Sections of this Contract or the Exhibits attached to this Contract; and all references to Exhibit(s) are references to the Exhibits attached hereto. The table of contents and headings used in this Contract are for reference and convenience only, do not in any way define, limit, describe, or amplify the provisions of this Contract or the scope or intent of its provisions, are not a part of this Contract, and will not enter into the interpretation of this Contract. All references to “days” in this Contract mean calendar days unless otherwise stated. The term “business day” means Monday through Friday, excluding holidays observed by the School District.

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