Board Meetings; Board Approval; Exculpation and Fiduciary Duties Sample Clauses

Board Meetings; Board Approval; Exculpation and Fiduciary Duties. (a) From Completion until the end of the Earn Out Period, unless an Intervention Event shall have occurred: (i) the Company Board shall hold at least four regularly scheduled meetings per year, of which three shall be held in Luxembourg to the extent determined by the Purchaser to be required to qualify from time to time for any beneficial tax treatment, unless otherwise approved by the Company Board by a Supermajority Vote; (ii) at least 20 Business Days prior to each regularly scheduled meeting of the Company Board immediately prior to the beginning of each calendar year during the Earn Out Period, the Chief Executive Officer of the Company shall provide to each member of the Company Board a proposed annual Budget with respect to such calendar year, and as soon as practicable prior to each other regularly scheduled meeting of the Company Board during each calendar year during the Earn Out Period, the Chief Executive Officer of the Company shall provide each member of the Company Board with any proposed modifications to any such annual Budget that was previously approved by the Company Board; (iii) the Chief Executive Officer of the Company shall cause a reminder notice of each regularly scheduled meeting of the Company Board to be provided to each director at least five Business Days prior to the meeting, which notice may be waived by each member of the Company Board in attendance at such meeting; provided that each Purchaser Director and each Company Director is present at such meeting; (iv) additional meetings of the Company Board may be held at any time from Completion until the end of the Earn Out Period, by written notice given by any director to the Purchaser, the Earn Out Representative and each of the other directors at least five Business Days prior to the meeting; (v) each written notice of a meeting (including the reminder notice referred to above) shall include an agenda for such meeting, as well as a list of matters to be presented for consideration by the Company Board at such meeting; and (vi) the Company Board may not approve any matter at a meeting that is not specifically identified on the list of matters to be presented for consideration at such meeting accompanying the notice of such meeting, unless such matter is approved by a Supermajority Vote.
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Related to Board Meetings; Board Approval; Exculpation and Fiduciary Duties

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

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