Board of Directors and Committees. (a) Each of the parties hereto agrees to vote all Capital Stock of the Company now owned or hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more than nine (9) members and the number of members on the Company’s Board of Directors shall at all times equal the number of persons which have been designated from time to time in accordance with Section 2(b) below. If any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has not designated such member to the Company’s Board of Directors, each of the parties hereto agrees that such Shareholder may designate a member of the Board of Directors at any time, or from time to time, and the parties shall vote, to the extent possible, all Capital Stock of the Company to elect such designee. Until such time as any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has designated such member to the Company’s Board of Directors, the number of members on the Company’s Board of Directors shall be reduced by the number of members which have not yet been designated.
(b) Each of the parties further covenants and agrees to vote (at a meeting or by written consent) all Capital Stock of the Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of shareholders called for the purpose of electing directors), and the Company agrees to take all actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the following:
(i) with respect to the three (3) persons to be elected by the holders of the Series A Stock pursuant to the Certificate of Incorporation (the “Series A Directors”), such directors shall be designated as follows: (A) for so long as Apax holds shares of Series A Stock in an amount equal to at least 50% of the aggregate number of shares of Series A Stock issued to Apax on the Series A Closing Date (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), then two (2) of the Series A Directors shall be designees of Apax, one of whom shall be Xxxxx Xxxxxx as of the date hereof; (B) if, and for so long as, Apax holds shares of Series A Stock in an amount equal to less than 50% of the aggregate number of shares of Series A Stock issued to Apax ...
Board of Directors and Committees. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. For as long as any Notes are outstanding, the Company shall reimburse the Purchasers' board observer for all reasonable out-of-pocket costs incurred by it in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company; thereafter, the Purchasers shall bear any and all such expenses incurred by their board observer.
Board of Directors and Committees. The Purchaser Representative shall at all times be entitled to appoint one representative to the board of directors of the Company. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. The Purchaser Representative shall at all times be entitled to appoint one representative to each of the Compensation Committee and the Audit Committee. The Purchaser Representative shall at all times have a representative on each other committee of the board of directors unless and only for so long as they waive such right with respect to a specific committee or they have waived the right to appoint one representative to the board of directors of the Company. The Company shall reimburse the Purchaser Representative and its appointees for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company, in addition to any directors fees regularly paid to any members of the Company’s board of directors; provided, however, that in the case of CRP and its appointees, all such reimbursements and fees shall be payable to Capital Resource Management, Inc. and, to the extent legally possible, compensation in the form of stock options shall be issued to Capital Resource Management, Inc., or should that not be legally possible, such stock options shall, to the extent legally possible, be transferable at the discretion of the holder thereof.
Board of Directors and Committees. The board of directors of the Company shall consist of no more than six (6) members, as provided for in the Restated Stockholders' Agreement. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors.
Board of Directors and Committees. The Board shall meet at --------------------------------- least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of the Board and each such committee shall be fixed at three (3) members consisting of one CR Representative, one Sandler Representative and one Management Representative. Each other committee of the Board shall at all times have a CR Representative and a Sandler Representative unless and only for so long as the Capital Resource Parties or the Sandler Parties, as applicable, waive such right with respect to a specific committee. The Company shall reimburse members of the Board for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the Board and committees of the Board, in addition to any directors fees regularly paid to all members of the Board.
Board of Directors and Committees. So long as a number of Preferred Shares equal to at least 45% of the Preferred Shares issued at Closing have not been converted to Common Stock, the holders of the Preferred Shares shall have the right to elect one-third of the Company's directors; provided, however, if the Company receives an additional investment in an amount of at least $5,000,000 from a third party that is not an Affiliate of the Investor, in accordance with and subject to Section 8.1(g), then (i) if the Board consists of one to five members, the holders of the Preferred Shares shall have the right to elect one director to the Board or (ii) if the Board consists of six or more members, the holders of the Preferred Shares shall have the right to elect the greater of one-sixth of the Company's directors or two directors to the Board. The Company shall reimburse the Investor and its appointees for all reasonable out-of-pocket costs incurred by them in connection with meetings of the Board and Board committees in addition to any directors fees regularly paid to all members of the Board. In the event a director nominated by the Investor vacates his position on the Board, for whatever reason, the Company should use its best efforts to cause a representative of the Investor to be recommended to the stockholders for election as the replacement director.
Board of Directors and Committees. 2.1 Board of Directors Nominees and Observer 10 2.2 Management to Endorse and Vote 12 2.3 Committees 13 2.4 Advisory Board 13 2.5 Directors Liability Insurance 13
Board of Directors and Committees. Section 14(f)
Board of Directors and Committees. The board of directors of the Company shall consist of no more than six (6) members, one (1) member of which may be nominated by CRL in its sole discretion and as provided for in the Restated Stockholders' Agreement. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. The Company shall reimburse CRL for all reasonable costs incurred by its appointees in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company, in addition to any directors fees regularly paid to all non-employee members of the Company's board of directors.
Board of Directors and Committees. (a) Immediately after execution of this Agreement and Plan of Merger, the total number of persons serving on the Board of Directors of CDXX shall be seven (7), (1) shall be appointed by CDXX directors and six (6) of whom shall be PENSAT Directors (as such terms are defined below). The one (1) person to serve initially on the Board of Directors of CDXX as of the Effective Time who is a CDXX appointed Director shall be selected by the Board of Directors of CDXX prior to the Effective Time; and the six (6) persons to serve on the Board of Directors of CDXX as of the Effective Time who are PENSAT appointed Directors shall be selected by the Board of Directors of PENSAT prior to the Effective Time. In the event that, prior to the Effective Time, any person so selected to serve on the Board of Directors of CDXX after the Effective Time is unable or unwilling to serve in such position, the Board of Directors which selected such person shall designate another of its members to serve in such person's stead in accordance with the provisions of the immediately preceding sentence. Prior to the Effective Time, CDXX shall cause its Board of Directors to approve and adopt resolutions effecting the Board composition contemplated by this Section 6.13. I'm not sure what that last language means.
(b) The term "CDXX Director" means (i) any person serving as a Director of CDXX on the date of this Agreement who continues as a Director of CDXX at the Effective Time and (ii) any person who becomes a Director of CDXX and who is designated as such by the CDXX Directors prior to his or her election; and the term "PENSAT Director" means (i) any person serving as a Director of PENSAT on the date of this Agreement who becomes a Director of CDXX at the Effective Time and (ii) any person who becomes a Director of CDXX and who is designated as such by the PENSAT Directors prior to his or her election.
