Board of Directors Sample Clauses
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following members:
(i) the Chief Executive Officer of the Company;
(ii) the Chief Operating Officer of the Company;
(iii) one (1) director appointed by the Chief Executive Officer of the Company;
(iv) one (1) Round A Director;
(v) one (1) Round B Director; and
(vi) one (1) Preferred Share Director
(b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a).
(c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a).
(d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company.
(e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, t...
Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
Board of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), the Sxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
Board of Directors. The term “
Board of Directors. “Board of Directors” shall mean the board of directors of the Company.
Board of Directors. The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
Board of Directors. (a) The Company’s board of directors (the “Board of Directors” or the “Board”) will be composed of eight directors (each, a “Director”), unless increased or decreased by a majority of the Directors. Directors need not be Members. The Board shall elect a Chair of the Board (the “Chair of the Board”), who shall have the powers and perform such duties as provided in this Agreement and as the Board may from time to time prescribe.
(b) Notwithstanding anything to the contrary herein, to the extent required by the Investment Company Act, at any time when there are outstanding Preferred Units, the Preferred Unitholders shall have the right, as a class, to elect (i) two additional Directors to the Board, but shall not elect or vote for the other Directors, and (ii) if and for so long as dividends on the Preferred Units are unpaid in an amount equal to two full years of dividends on the Preferred Units, a majority of the Directors, such majority to be achieved by adding sufficient number of new Directors to the Board, all of whom are elected by the Preferred Unitholders, who, together with the Directors set forth in clause (i), will constitute a majority of the Directors (such Directors under clause (i) or (ii), as applicable, the “Preferred Appointed Directors”). In the event any Preferred Units are issued and outstanding, the Preferred Unitholders shall be entitled to elect the Preferred Appointed Directors at a meeting of the Unitholders, which shall be called in the manner as provided in 3.7.
(c) Regular meetings of the Board may be held at such places and times as shall be determined from time to time by the Board. Special meetings of the Board may be called by the Chair of the Board or the Chief Executive Officer of the Company (the “Chief Executive Officer”), and shall be called by the Chief Executive Officer or the Secretary of the Company (the “Secretary”) if directed by a majority of the Directors then in office, and shall be at such places and times as such Person(s) calling such meeting shall fix. Notice need not be given of regular meetings of the Board. At least twenty four (24) hours, or three (3) days if notice is mailed, before each special meeting of the Board, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of the meeting shall be given to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meetin...
Board of Directors. (i) ERS shall take such action as may be necessary so that the ERS Board of Directors will be expanded at the Effective Time pursuant to ERS' By-Laws, amended as contemplated by Section 5.10 hereof, to include the following nine members: (x) five members designated by ERS prior to the filing with the SEC of the preliminary Joint Proxy Statement from among the incumbent members of the ERS Board (the "ERS Group"); three members designated by Telepanel prior to the filing with the SEC of the preliminary Joint Proxy Statement from among the incumbent members of the Telepanel Board (the "Telepanel Group"; each of the ERS Group and the Telepanel Group referred to as a "Group") and an additional director (the "Additional Director"), who shall be a person with operating expertise and be mutually acceptable to ERS and Telepanel and shall have been designated by both ERS and Telepanel prior to the mailing of the Joint Proxy Statement to the stockholders of either party (all such directors, referred to as the "Closing Directors"). During the period from the Effective Time until the second anniversary thereof (the "Term"), ERS shall nominate and recommend for re-election to the ERS Board of Directors, upon expiration of their terms, the Closing Directors. If during the Term any director included in a Group resigns or is unable to serve for any reason, such vacancy shall be filled with a designee chosen by the remaining members of that director's Group and thereafter ERS shall nominate and recommend such designee for election to the ERS Board of Directors as provided in the immediately preceding sentence and such director shall be deemed a member of such Group. If during the Term the Additional Director resigns or is unable to serve for any reason, such vacancy shall be filled by action of the ERS Board and thereafter ERS shall nominate and recommend such successor for election to the ERS Board as hereinabove provided.
(ii) ERS shall take such action as shall be necessary so that, at the Effective Time, it will be governed by the provisions set forth below:
(A) the following new section shall be added after Section 12 of Article IV of ERS' By-Laws: