Board Makeup. Effective immediately upon consummation of the Exchange, the Board will be reconstituted as follows (collectively, the “New Board”): (i) Mxxxxxx X. Xxxxxxxx, the Chairman and Chief Executive Officer, and Sxxxx X. Xxxxxxxx, Chairman of the Audit Committee of the Board (together, the “Continuing Directors”), will remain on the Board and (ii) the remaining three current directors will resign from the Board. Immediately prior to the effectiveness of the resignations of any of the members of the existing Board, the Board will act to (A) increase the size of the Board to ten members and (B) approve the appointment, effective immediately following the resignation of the three current directors other than the Continuing Directors, of (i) three (3) new directors designated by Highland Capital Management, L.P., at least one (1) of which will be independent (as determined by the New Board) under New York Stock Exchange Rules, (ii) three (3) new directors designated by Pardus Capital Management L.P., a number (not less than one (1)) to be determined of which will be independent (as determined by the New Board) under New York Stock Exchange Rules and (iii) two (2) new directors designated by DxXxxx Xxxxx Capital LLC, each of which will be independent (as determined by the New Board) under New York Stock Exchange Rules, to fill the vacancies created by the resignation of such directors and the expansion of the Board. The directors appointed by the Persons set forth in the immediately preceding sentence (together with the Person making such appointment) are set forth on Schedule II hereto. Each such newly appointed director will be deemed to be in the class (e.g. class I, II or III) indicated next to such director’s name on Schedule II hereto. If either of the two Continuing Directors ceases to serve as a director for any reason, until the earlier of the consummation of a Sale Transaction (as defined below) and the termination of the Sale Transaction process by the New Board, the remaining Continuing Director will be entitled to select a replacement with relevant qualifications and experience, and Holdings and the Parties hereto with board appointment rights shall use their commercially reasonable efforts to cause such selected replacement to be appointed by the Board to fill the vacancy; provided that any such replacement must be reasonably acceptable to and consented to by the Board, which consent shall not be unreasonably withheld or delayed. Notwithstanding the desig...
Board Makeup. Until the earlier of (a) an IPO, (b) the date upon which GMIP and its Affiliates own in the aggregate less than 25% of the number of shares of Common Stock owned by GMIP immediately after the Merger or (c) the tenth anniversary of the Merger, each of the Shareholders agrees that from and after the Merger such Shareholder will use his best efforts to nominate and elect and will vote all of the shares of Common Stock owned or held of record by him to elect and, thereafter from such period, to continue in office a Board consisting of eight members, three of whom shall be designated by the Founders and shall be reasonably acceptable to GMIP; one of whom shall be designated by Xxxxxxx; one of whom shall be selected jointly by Xxxxxxx and GMIP, and three of whom shall be designated by GMIP. The persons designated pursuant to this Section 7.1 by the Founders, Xxxxxxx and GMIP may be changed from time to time by the Founders, Xxxxxxx and GMIP, respectively, provided, however, that during the term they are employed by the Company or any Affiliate, Xxxxxx X. Xxx, Xxxxxx X. Xxx and Xxxxxx X. Xxxxxxxxx shall each be one of the directors named by the Founders if he is willing to serve. Following an acquisition or merger, the Board may increase the number of directors to not more than twelve, in which case GMIP shall name five directors, the Founders shall name three directors (subject to the same proviso as in the preceding sentence), Xxxxxxx shall name one director, and the balance shall be allocated as the Board directs in the new merger agreement. If both Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx are no longer principals of the manager of GMIP, then Xxxxxxx shall have the right to name one of the directors GMIP would otherwise have the right to name, provided that Xxxxxxx is, at such time, the beneficial owner of at least ten percent (10%) of the Company's Common Stock. If Xxxxxxx no longer holds any Common Stock, its rights to name a director shall terminate. On each date that any one of Xxxxxx Xxx, Xxxxxx Xxx and Xxxxxx Xxxxxxxxx ceases to own Common Stock, the number of directors to be named by the Founders shall decrease by one, and when all three of such Founders cease to own Common Stock, the Founders shall no longer have the right to name any directors. The positions as directors formerly held by directors named by GMIP, Xxxxxxx or Founders shall, once the other provisions of this Section 7.1 no longer govern, be elected under the laws of Delaware without regard t...
Board Makeup. The Transit Board shall consist of two members appointed by Kandiyohi County from its County Board, two members appointed by the City of Willmar from its City Council, two members appointed by Renville County from its County Board, and two elected officials from the remaining local units of government in Kandiyohi County and Renville County that are otherwise unrepresented on the Transit Board, to be appointed at large by the Transit Board. Any local units of government represented on the Transit Board may appoint an alternate members, who may act in the place and stead of an absent Transit Board member from that local unit of government including the exercise of all voting rights of that member.
Board Makeup. The Transit Board shall consist of two members appointed by Kandiyohi County from its County Board, two members appointed by the City of Willmar from its City Council, two members appointed by Renville County from its County Board, and two elected officials from the remaining local units of government in Kandiyohi County and Renville County appointed at large by the Transit Board. Any local units of government may appoint an alternate members, who may act in the place and stead of an absent Transit Board member from that local unit of government including the exercise of all voting rights of that member.
Board Makeup. Section 9.1 of the Exchange Agreement is hereby amended and restated in its entirety to read as follows:
Board Makeup. (a) Effective immediately upon consummation of the Exchange, the Board will be reconstituted as follows (collectively, the "New Board"):
