Board Make-up Sample Clauses

Board Make-up. As of the date hereof (after giving effect to the transactions contemplated by the Purchase Agreement), the Board shall consist of Xxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxx. From and after the date hereof, and until the time that the Company completes its Initial Public Offering (as defined below), the Institutional Investors and the Company shall take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them, required to cause the Board to consist of (a) so long as PP Holding, LLC owns at least fifty (50%) of the aggregate number of shares of Common Stock owned by it on the Closing Date, at least one (1) representative designated by PP Holding, LLC (the “LLC Director”) and (b) that number of representatives designated by Warburg Pincus such that the number of representatives designated by Warburg Pincus and PP Holding, LLC would constitute a majority of the members of the Board (the directors appointed to the Board by Warburg Pincus pursuant to this clause (b) are hereinafter collectively referred to as the “Warburg Directors”). As of the date hereof, Messrs. Xxxx, Xxxxx and Xxxxx shall be the Warburg Directors and Messr. Xxxxx shall be the LLC Director.
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Board Make-up. (a) Each Stockholder agrees that from and after the Closing such Stockholder will use his, her or its best efforts to nominate and elect and will vote all of the Equity Securities owned or held of record by him, her or it that have voting rights to elect and, thereafter for such period, to continue in office a Board consisting of ten members, three of whom shall be designated by DB (the "DB Designees"), three of whom shall be designated by Essar (the "Essar Designees"), one of whom shall be the President and Chief Executive Officer and three of whom shall be independent of DB, Essar and the Company. The persons designated pursuant to this Section 2.1 by DB and Essar may be changed from time to time by DB and Essar, respectively. If the directors are to be elected in staggered terms, the number of nominees designated by DB and Essar for each such term shall equal the total number of DB Designees or Essar Designees, respectively, divided by the number of such terms and rounded up to the nearest whole number. (b) The number of DB Designees and Essar Designees will be subject to reduction as provided in this Section 2.1(b). With respect to DB or Essar, respectively, upon the occurrence of (i) the First Break Point with respect to DB or Essar, as the case may be, the number of DB Designees or Essar Designees, respectively, will be reduced to two such designees, (ii) the Second Break Point with respect to DB or Essar, as the case may be, the number of DB Designees or Essar Designees, respectively, will be reduced to one such designee and (iii) the Third Break Point with respect to DB or Essar, as the case may be, the number of DB Designees or Essar Designees, respectively, will be reduced to zero such designees. As soon as practicable after the occurrence of any reduction in the number of DB Designees or Essar Designees, respectively, pursuant to clauses (i), (ii) or (iii) in the immediately preceding sentence, DB or Essar, respectively, shall use reasonable best efforts to cause the resignation of the number of DB Designee(s) or Essar Designee(s), respectively, in excess of the number of DB Designees or Essar Designees, respectively, that it is entitled to designate pursuant to this Section 2.1(b). For the avoidance of doubt, except as explicitly indicated in this Section 2.1(b), Section 2.1(a) shall remain in full force, including the obligations of each party to vote for the directors that such other party is entitled to designate.
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Board Make-up. As of the date hereof, the Board of Directors of the Company (the “Board”) shall consist of Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxx X. Xxxxxxx and Xxxx X. Xxxx. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all Shares Owned by them, required to cause the Board to consist of no more than ten (10) members, and at all times throughout the term of this Agreement, to include: (a) at the option of the Warburg Investors, for as long as the Warburg Investors Own at least five percent (5%) of the Common Stock Owned by Investors, two (2) members designated by Warburg Pincus (such members referred to herein as “Warburg Directors” and each a “Warburg Director”); (b) for as long as the TowerBrook Investors Own at least five percent (5%) of the Common Stock Owned by Investors, two (2) members designated by the TowerBrook Investors (such members referred to herein as “TowerBrook Directors” and each a “TowerBrook Director”); (c) at the option of CHS, for as long as CHS Owns at least five percent (5%) of the Common Stock Owned by Investors, two (2) members designated by CHS (such members referred to herein as the “CHS Directors” and each a “CHS Director”); (d) one (1) member of management who shall be the Chief Executive Officer of the Company then in office (the “Management Director”); (e) three (3) independent members selected by the Majority Warburg Investors and the Majority TowerBrook Investors (such members referred to herein as “Independent Directors” and each an “Independent Director”). The parties hereto acknowledge that the four representatives to be designated by the Warburg Investors and the TowerBrook Investors are the directors that the holders of Preferred Stock are entitled to elect under the Restated Certificate. The parties hereto further acknowledge that as of the date hereof there are no Warburg Directors, the TowerBrook Directors are Xxxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx, the CHS Directors are Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxxxxx, the Management Director is Xxxxxx Xxxxxxx and the Independent Directors are Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx and Xxxxxxx Xxxx. In addition, subject to the ownership requirements set forth in paragraphs (a) and (b) of this Section 3.1, the Warburg Investors, on the one hand, and the TowerBrook Investors, on the other hand, shall be entitled...
Sample 1
Board Make-up. Until the earlier of --------------------- ------------- (a) the tenth anniversary of the Closing, (b) the closing of an IPO or (c) the - - - termination of the Management Agreement, each Stockholder agrees that it will nominate and elect and will vote all of the shares of Common Stock owned or held of record by it to elect and, thereafter, for such period, to continue in office a Board consisting of five members, three of whom will be designated for nomination and election by KIA V, and two of whom will be designated for nomination and election by Charter. The individuals designated for nomination and election by KIA V or Charter, as the case may be, pursuant to this Section 9 may be changed from time to time by KIA V or Charter, as the case may be. Prior to or at the first meeting of the Board after the date of this Agreement, Charter shall propose to the Board for its approval one or more officers of the Company who will have the authority to execute and deliver such documents, instruments and agreements on behalf of the Company as is necessary for Charter to fulfill its obligations under the Management Agreement. Charter shall have the right at any time to propose to the Board for its approval additional or different officers to have such authority. The By-laws of the Company shall provide that the Board may, by resolution, authorize one or more such officers to take such actions on behalf of the Company.
Sample 1
Board Make-up. As of the date hereof (after giving effect to the transactions contemplated by the Purchase Agreement), the Board of Directors of the Company (the "Board") shall consist of Joel Ackerman, Jonathan Bilzin, Wayne Harris, Neal Moszkowski, Steven Xxxxxxx xxx Daxxx Xxxxxxxx. Xrox xxx xxxxx thx xxxx xxxxxx, thx Xxxxxxxxx xxd the Xxxxxxx xxxxx take all action within their respective power, including but not limited to, the voting of all Shares Owned by them, required to cause the Board to consist of up to six (6) members, and, if the Healthscribe Acquisition has occurred, at the request of the Majority Warburg Investors and the Majority Soros Investors, to consist of up to seven (7) members, and at all tixxx xhroughout the term of this Agreement, to include: (a) for as long as the Warburg Investors Own at least twenty percent (20%) of the Common Stock Owned by Investors, two (2) members designated by Warburg Pincus and, for as long as the Warburg Investors Own at least five percent (5%) but less than twenty percent (20%) of the Common Stock Owned by Investors, one (1) member designated by Warburg Pincus (such members referred to herein as "Warburg Directors" and each a "Warburg Director"); (b) for as long as the Soros Investors Own at least twenty percent (20%) of the Common Xxxxx Owned by Investors, two (2) members designated by the Soros Investors and, for as long as the Soros Investors Own at least five percent (5%) but less than twexxx xercent (20%) of the Common Stock Owned by Investors, one (1) member designated by
Sample 1
Board Make-up. As of the date hereof (after giving effect to the transactions contemplated by the Merger Agreement), the Board shall consist of Xxxxxxx Xxx, Xxxxx Xxxx, Xxxxx Xxxxx, W. Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxx. From and after the date hereof, and until the time that Holdings completes its Initial Public Offering (as defined below), the Stockholders and Holdings shall take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them, required to cause the Board to consist of (a) so long as the LLC, owns at least fifty (50%) of the aggregate number of Units owned by it on the Closing Date, at least one (1) representative designated by the LLC (the “LLC Director”) and (b) that number of representatives designated by Warburg Pincus such that the number of representatives designated by Warburg Pincus and the LLC would constitute a majority of the members of the Board (the directors appointed to the Board by Warburg Pincus pursuant to this clause (b) are hereinafter collectively referred to as the “Warburg Directors”).
Sample 1
Board Make-up. As of the date hereof (after giving effect to the transactions contemplated by the Purchase Agreement), the Board shall consist of Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Deutsch, and Xxxxxx Xxxxxx. From and after the date hereof, and until the time that the Company completes a Qualified Public Offering, the Investors and the Company shall take all action within their respective power, including, but not limited to, the voting of all Shares Owned by them, required to cause the Board to consist of up to six (6) members or such other number of members as requested from time to time by the Institutional Investors, and at all times throughout the term of this Agreement, to include: (a) for as long as the Institutional Investors Own at least twenty percent (20%) of the Common Stock Owned by Investors, four (4) members designated by Warburg Pincus and, for as long as the Institutional Investors Own at least five percent (5%) but less than twenty percent (20%) of the Common Stock Owned by Investors, one (1) member designated by Warburg Pincus (such members referred to herein as "Warburg Directors" and each a "Warburg Director"); and (b) two (2) other directors reasonably acceptable to the Institutional Investors (the "Other Directors"). The parties hereto acknowledge that the four (4) representatives to be designated by Warburg Pincus are initially the directors that the holders of Preferred Stock are entitled to elect under the Restated Certificate. The parties hereto further acknowledge that two of the initial Warburg Directors shall be Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx and the initial Other Directors shall be Xxxxxx Deutsch, as Executive Chairman, and Xxxxxx Xxxxxx, as Chief Executive Officer. The parties hereto further acknowledge that Warburg Pincus may designate the other Warburg Directors at anytime as contemplated hereby.
Sample 1
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Related to Board Make-up

  • Board Service Promptly following the Effective Date, the ------------- Executive will be appointed as a member of the Board. Provided that the Executive's employment with the Company has not previously been terminated, the Executive will be nominated for election as a member of the Board at the first annual meeting of the Company's shareholders following the Effective Date. If so appointed and elected, the Executive agrees that he will serve as a member of the Board.

  • Board Size Each Stockholder shall vote, or cause to be voted, at a regular or special meeting of stockholders (or by written consent) all Voting Shares owned by such Stockholder (or as to which such Stockholder has voting power) to ensure that the size of the Board shall be set and remain at nine (9) directors; provided, however, that such Board size may be subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Section 5.7 hereof.

  • System for Award Management (XXX) and Data Universal Numbering System (DUNS) Requirements.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

  • CLOUD SERVICE The Cloud Service offering, is described below and is specified in an Order Document for the selected entitled offerings. The Order Document will consist of the Quotation that is provided and the Proof of Entitlement (XxX) you will receive confirming the start date and term of the Cloud Services and when invoicing will commence.

  • In-Service Programs The parties to this collective agreement recognize the value of in-service education both to the employee and the Employer. A) The Employer reserves the right to identify specific in-service programs deemed compulsory. B) Employees required to attend such programs will be paid at the applicable rate of pay.

  • Board Matters Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

  • Customer Service A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

  • Service Plans 2.1 Standard Price Service Standard Price Term Home Basic Broadband 100 HK$168 Monthly Plan 24 consecutive months HomeFibre 500 HK$178 Monthly Plan 24 consecutive months HomeFibre 1000 HK$198 Monthly Plan 24 consecutive months a) WiFi service is only applicable at the Company’s designated wireless hotspots, for details, please visit www. xxxxxxxx.xxx b) No first time installation fee required. 2.2 Switch-in Offer a) Customer who accepts Switch-in Offer is entitled to up to 6 free service months provided the total Term will be (i) number of free service months; plus (ii) 24 months For example, if a customer opts in for 6 free service months, the total Term will be 30 months (6 free service months + 24 months = 30 months in total). The free months will be on 25th, 26th, 27th, 28th, 29th, 30th months of the Term. b) The monthly service fee waiver cannot be returned or exchanged for cash. c) The Company may request the Customer to present his existing broadband service contracts or bills with the other operator as verification. d) The Company has the final decision on the number of free service months to be offered. 2.3 Super Value Price a) Super Value Price is calculated based on Standard Price minus the cash bonus for the respective service plans. The cash bonus for Home Basic Broadband 100, HomeFibre 500 and HomeFibre 1000 is $20/month respectively. b) The cash bonus will be credited to the monthly bill of the Customer’s Account. The first Credit Amount will be credited to the 1st monthly bill after the service effective date. c) The Super Value Price service plan is subject to change from time to time. d) Customer who has registered for the Service and simultaneously subscribed to a designated monthly plan for the Company’s mobile telephone services (“Monthly Mobile Plan”) or HomePhone+ (“HomePhone+”) will be eligible for the Super Value Price in place of the Standard Price for the Term subject to the following conditions. e) The Service and the designated Mobile Monthly Plan should be registered under the same name and account; for HomePhone+, the Service and the HomePhone+ should be registered with same HKID. Otherwise the Customer will not be entitled to the Super Value Price. f) The Super Value Price will apply according to the bill date of the Service provided that the designated Mobile Monthly Plan or HomePhone+ is active. Cash bonus will be credited to the monthly bill. If the designated Mobile Monthly Plan or HomePhone+ is terminated/disconnected for whatsoever reason on the bill date of the Service, the Super Value Price of that month will not apply and the Customer will be charged the Standard Price. The Company will check the account status of the designated Mobile Monthly Plan or HomePhone+ on every bill date of the Service to determine whether Super Value Price or the Standard Price will be charged for the Service to the Customer. g) One designated Mobile Monthly Plan or HomePhone+ is entitled to one Super Value Price in a bill month. h) If the Customer subscribes to two Services and one designated Mobile Monthly Plan or HomePhone+, only the Super Value Price with the higher amount will be given to the Customer. i) For customer who has enjoyed the Switch-in Offer, the cash bonus (as described in Clause 2.3(a)) will take effect after the end of the free service months. 2.4 The Customer can change to a higher service plan during the Term and contract period shall remain the same. Customer who change to a lower value service plan is required to pay liquidated damages (as described in Clause 7 below) and also sign a new fixed term contract for the service plan. In both cases, the Customer shall pay an installation fee (if applicable) at the Company’s prevailing rate of charges for the Service from time to time. 2.5 The Service Plan is charged on a monthly basis. The monthly charges for the first month will be charged on a non pro-rata basis from the service effective date to the first bill date. The monthly charges are payable in advance and non-refundable under whatever circumstances. 2.6 Unless otherwise specified by the Customer, the Service will continue to be provided to the Customer after the expiry of the Term and such service will be charged at the same Monthly Service Plan that is chargeable to the Customer on the expiry date of the Term. 2.7 Free Three Months Offer a) This offer is only applicable to Home Basic Broadband 100. b) The offer can be used in conjunction with Switch-in Offer described in Clause 2.2. c) The free service months of this offer are 3rd, 6th, 9th month after the free months of the Switch-in Offer. For example, if a customer opts in for 6 free service months, the total Term will be 30 months (6 free service months + 24 months = 30 months in total). All the free months will be on 3rd, 6th, 9th, 25th, 26th, 27th, 28th, 29th, 30thmonths of the Term. d) No cash bonus will be credited on the free service months. e) All monthly service fee waivers are not transferable and exchangeable for cash. f) The offer is subject to change from time to time.

  • Service Period The Service Period of this Agreement is for 1 year in respect of the unit and starts on the Start Date as defined in the Terms and Conditions, or, in the case of an extension of renewal of the provision of Support Services, starts on the date of payment of the Charges.

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