Board of Director. (i) The Board shall consist of six (6) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following:
(a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations);
(b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations);
(c) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company;
(d) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and
(e) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company, or (y) by the Board, if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially ...
Board of Director and Dedicated Volunteers (“DV”) Requirements and Responsibilities
Board of Director. A representative of Noah shall have been elected as a member of the board of directors of the Surviving Corporation.
Board of Director. 14 5.10 BEST EFFORTS AND FURTHER ASSURANCES......................... 14 ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY................ 14
Board of Director. The Board of Directors of Parent will take all actions within its power to cause the Board of Directors of the Surviving Corporation, effective upon the Effective Time, to consist of the current Directors of the Company.
Board of Director. Seats. APS will be granted two (2) board of director seats ----------------------- of QComm ("Board"), which Board is assumed to consist of a total of five (5) members after closing the Transaction. If the QComm Board increases in size, APS would be granted one (1) seat for each two (2) additional seats.
Board of Director. 58 8.18 Anti-Money Laundering Information.................................58
Board of Director. Until the 18 month anniversary of the Closing Date, Eric Benhamou and Oz Leave shall not be removed from the Board of Dirxxxxxx xx xxx Surviving Corporation without Cause. For purposes of this Section 8.17, Cause shall include, with respect to Oz Leave, the termination of his employment with the Surviving Corporation, and with respect to Eric Benhamou, any conflict of interest he may have with the Survivinx Xxxxxxxxxxx.
Board of Director. 6.1. JKP shall be managed by a Board of Directors under the supervision of a board of Commissioner.
6.2. The Parties agree that the Board of Directors of JKP shall consist of Ten (10) members, Seven (7) Directors, including the President Directors, including the President Directors, shall be elected from candidates nominated by the Indonesian Investor. Three (3) Directors including the Vice President Director, shall be elected from candidates nominated by the Foreign Investor.\At least Two (2) candidates nominated for each position. Each Party agrees to produce the nomination and election of members nominated by the other Party in accordance with this Agreement.
6.3. If any Party wishes to change its nominated director with or without cause, the other Party will vote accordingly; provided, however if such dismissal is without cause, the Party proposing the dismissal shall indemnify and hold Z and the other Party harmless from any and all damages and any other expenses that may arise from such action.
6.4. Directors shall be elected for a term of three (3) years, except that the term of the first boards of directors elected under this Agreement shall end on 30 June 2010. If at the end of a Directors’ term, the General Meeting of the Shareholders should decline to elect a successor, such director shall continue in office until reelected or a successor is elected by the General meeting of Shareholders. If the position of a Director of Z becomes vacant for any reason, the Parties hereto shall cause their share to be voted to elect as director a person nominated by the Party who nominated the director whose office is vacant.
6.5. Except as otherwise required by law or the Article of Association of Z, the quorum for all meetings of the Board of Directors shall be a majority of the directors then in office represented in person or by proxy. All acts and matters of the Board of Directors shall be adopted by the affirmative vote of a majority of all the Directors in office.
6.6. The President Director , or in his absence or incapacity, the Vice President Director or in his absence or incapacity, any Two (2) other directors, shall have authority to represent Z and sign documents on behalf of Z subject to the provisions of the Articles of Association of Z.
6.7. The following actions of the Board of Directors shall require the written approval of the President Commissioner or in his absence or incapacity, any Two (2) commissioners:
(a) to acquire, lease or dispose of ...
Board of Director a) To perform in accordance with the corporate bylaws of the Republic of China.
b) Other responsibilities are determined as:
(1) Sign-off on school location.
(2) Assistance in general school schedule planning
(3) Assistance in marketing and recruitment of students.
(4) Assistance in general school environment planning.
(5) Assistance in school service quality training.
