Board Makeup Sample Clauses

Board Makeup. Effective immediately upon consummation of the Exchange, the Board will be reconstituted as follows (collectively, the “New Board”): (i) Xxxxxxx X. Xxxxxxxx, the Chairman and Chief Executive Officer, and Xxxxx 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 XxXxxx 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...
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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...
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Board Makeup. Section 9.1 of the Exchange Agreement is hereby amended and restated in its entirety to read as follows:
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Board Makeup. (a) Effective immediately upon consummation of the Exchange, the Board will be reconstituted as follows (collectively, the "New Board"): (i)
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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.
Sample 1
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.
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Related to Board Makeup

  • Board Service Upon the Effective Date, the Executive will be appointed as a member of the Board and Executive agrees to serve as a member of the Board during the Term. Provided that the Executive’s employment with Employer has not previously been terminated, the Executive will be nominated for election as a member of the Board at Employer’s 2008 annual meeting of the stockholders and at each subsequent annual meeting of stockholders during the Term.

  • 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.

  • 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.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Stock Plan Administration Service Providers The Company transfers Data to Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.

  • Incentive Programs During the Term of Employment, the ------------------ Executive shall be entitled to participate in any annual and long-term incentive programs adopted by the Company and which cover employees in positions comparable to that of the Executive.

  • Long-term Incentive Compensation Programs During the Employment Period, the Executive shall participate in all long-term incentive compensation programs for key executives at a level that is commensurate with the Executive's participation in such plans immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to the Executive or other similarly situated officers at any time thereafter.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

  • Incentive Compensation During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be 40 percent of his Base Salary (the “Target Annual Incentive Compensation”). Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.

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