Board of Directors and Executive Officers. 11.1 The Board of Directors of the Joint Venture Company shall be established immediately after the Business License is issued to the Joint Venture Company.
11.2 The Board of Directors shall be composed of seven (7) members, of which one (1) shall be appointed by Party A and four (4) shall be appointed by Party Band and two (2) shall be appointed by Party C. Among the appointed directors, Party B shall appoint the Chairman of the Board and Party C shall appoint the Vice Chairman of the Board. The term of office for each director, the Chairman and the Vice Chairman shall be four (4) years, which term may be renewed by the party appointing the relevant director, Chairman or Vice Chairman. Any vacancy created in the Board of Directors shall be filled by the party which originally nominated the director whose absence created the vacancy. The composition of the Board of Directors shall be subject to change if the proportion of investment by the parties changes.
11.3 Any party may at any time change any of its designated members of the Board of Directors for any reason, but the party shall provide written notice to the other parties one month in advance to facilitate clear communications and understanding.
11.4 The General Manager may also be a director.
11.5 The highest authority of the Joint Venture Company shall be the Board of Directors. Decisions shall be made by the Board of Directors as follows: Unanimous approval by the Board of Directors shall be required before any action is taken concerning “major issues,” which are limited to those identified by the laws of China as set forth in Article 36 of the “Regulations for Implementation of the Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment”. As of the date of this Joint Venture Contract, such issues are:
a. Amendment of the Articles of Association of the Joint Venture Company;
b. Extension, termination or dissolution or liquidation of the Joint Venture Company;
c. Any increase, reduction, sale, assignment or transfer of the Joint Venture Company’s registered capital; and
d. Any merger of the Joint Venture Company with another entity. In the event that Chinese law is changed to permit any or all of the “major issues” defined above to be decided by simple majority vote of the Board, then simple majority approval shall be sufficient for such decisions. Appointment and dismissal of the General Manager as per Sections 11.0 and 13.0, shall require a vote of a majority o...
Board of Directors and Executive Officers. (a) On the Closing Date, the following persons shall be appointed as members of the Board of Directors of STF: Xxxxxx X. Xxxxx (Board Chairman), Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, and a fifth (5th) director who shall be designated by STF.
(b) Subject at all times of the provisions of Section 3.15 of this Agreement, for so long as they shall own any Consideration Preferred Shares, the Company Stockholder shall be entitled to designate two (2) members on the STF Board of Directors. In addition, for so long as the Audited Pre-Tax Income of the Corporations shall equal or exceed (USD) $5,000,000, the Parties agree that during the five (5) year Measuring Period they shall vote all of their shares of STF Common Stock and Consideration Preferred Shares so as to insure that two (2) members on the STF Board of Directors shall include Istvan Krafscik, Xxxxxx Xxxxxxx or another person(s) designated by the Company Stockholder. In case any STF securities are owned by Messrs. Krafcsik and Xxxxxxx or any Affiliate or family member of such Persons, such securities shall be deemed as owned by New Palace. Each of the current STF Board Members and each of Krafcsik, Xxxxxxx and New Palace, all hereby covenant and agree to vote all of their voting shares of STF capital stock to achieve the election to the Board of Directors of STF of the persons indicated above and otherwise in accordance with the provisions of this Section 3.6
(c) The total number of members of the Board of Directors of STF shall be determined by STF and its shareholders.
(d) All members of the Board of Directors ofSTF shall continue to serve in such capacities until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. In the event of the death or inability of either Krafcsik or Xxxxxxx to serve as members of the Board of Directors of STF, the remaining member of them may designate the second director who shall serve for the period as set forth above.
(e) For so long as it shall own a majority of the issued and outstanding Share Quotas of the Company, STF shall be entitled to designate a majority of the managing directors of the Company and Kraft. Each of Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx shall also serve as managing directors of the Company and Kraft.
(f) Xxxxxx Xxxxxxxx shall serve as Chief Technology Officer of the Corporations and Xxxxxx Xxxxxxx shall serve as Chief Operating Officer of the Corporations. Subject ...
Board of Directors and Executive Officers. On the Closing, the then Board of Directors of Lux will appoint RLI designated members to the Lux Board of Directors and RLI designated executive officers of Lux to replace them, as designated in writing by RLI, and the existing directors and officers of Lux will resign simultaneously unless requested by RLI in writing to remain. The new Board of Directors will designate the executive officers of Lux moving forward. Lux directors Xxxxxxx Xxxx and, if he is still a director, Xxxx Xxxxx, will vote to approve and close the Transaction, provided it is in substantial compliance with this LOI. Xxxxxxx Xxxx, President Radio Loyalty, Inc. May 16, 2012
Board of Directors and Executive Officers. During the term of this Agreement, the Institute shall consult with, and seek the advice of, the Company with respect to the selection and compensation of its Board of Directors and executive officers.
Board of Directors and Executive Officers. (a) Ottawa shall take all action necessary to appoint three members of Twin Oaks’ Board of Directors, who shall be Xxxxx X. Xxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxx, to the Board of Directors of Ottawa Savings Bancorp MHC, Ottawa Savings Bancorp and Ottawa Savings Bank, effective upon the Effective Time.
Board of Directors and Executive Officers. Newmarket shall take all necessary actions (including obtaining shareholder approval, where applicable) to ensure that upon the completion of the Arrangement:
(a) The board of directors of Newmarket will be reconstituted to consist of ten (10) directors, two (2) of whom will be nominated by Newmarket, and such nominees shall be Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx and eight of whom will be nominated by the Company; and
(b) All members of senior management of Newmarket shall resign as of the Effective Time and be replaced with the senior management of the Company, provided that Xxxxxx Xxxx shall be appointed as President, Australian Operations, and all senior managers of Newmarket’s operations shall continue on in their current capacities.
Board of Directors and Executive Officers. The senior executive officers and directors of TAI will resign as determined by TAI and DWR and will be replaced by nominees of TAI and DWR, such that the board of directors of the Resulting Issuer will consist of a minimum of four directors, comprised of one nominee of TAI, a minimum of three nominees of DWR.
Board of Directors and Executive Officers. As a condition to the Company closing the Acquisition, the then Board of Directors and executive officers of the Company will appoint Mx. Xxxxx X Igwealor as Executive Chairman and member of the Board of Directors. While the current management and executive officers of the Company will remain in their respective positions, the current board of directors as currently constituted shall resign and a new board constituted having Mssr. F. Xxxxxxxx, S. Xxx and K. Xxx as new members.
Board of Directors and Executive Officers. On the Closing, Nxxxxxx Bitsenko will be appointed as one of the three (3) new directors and the Chief Executive Officer of a GTII subsidiary (the “BFE Sub”), as well as assuming and confirming his positions with BFE as provided in this Section 2. Furthermore, at Closing, GTII, as the parent company and 100% owner of BFE, will cause the BFE Sub to appoint: (i) Nxxxxxx Bitsenko as the director, Chief Executive Officer, and President of the Board of Directors of the BFE Sub; (ii) two directors to be nominated by GTII.
Board of Directors and Executive Officers. On the Closing, Mx. Xxx will be appointed as a member of the Board of Directors of GTII. The members of the Board of GTII as of the Closing of this Transaction shall be replaced by new members to be appointed by GTII and SuperGreen after consideration of the new focus of the Company. Furthermore, within 30 days after Closing, GTII, as the parent company and 100% owner of SuperGreen (the “SuperGreen-Sub”), will cause the SuperGreen Sub to appoint: (i) Mx. Xxx, Chairman of the Board, a director, of the SuperGreen Sub; and (ii) additional directors to be nominated by the post-Closing Board of Directors of GTII, initially consisting of a total of 3 directors. The Parties agree to negotiate, in good faith, a leak-out agreement with the pre-closing Board of Directors and officers of GTII, which agreement shall contain a leak-out period equivalent to any restrictions on the GTII Common Stock, and other general provisions applicable to the leak-out and sale of common stock held by officers and directors of public companies. In addition to the leak-out agreement, the Parties shall negotiate, in good faith, to retire any outstanding preferred stock held by any officer or director of GTII at, or within a specified time after Closing. Both the leak-out and preferred stock retirement described herein shall be considered material terms of this Agreement. The Parties agree to negotiate, in good faith, a plan to spin out all non-SuperGreen assets at, or within a mutually-agreed upon time after Closing. As used herein, non-SuperGreen assets means all assets owned by GTII immediately prior to the Closing. The spin-out agreement described herein shall be considered a material term of this Agreement. The Parties agree to cause SuperGreen-Sub to enter into a key executive employment agreement naming Mx. Xxx Chairman of the Board of Directors of SuperGreen at the Closing that is reasonably acceptable to the Parties to this Agreement. Failure to negotiate in good faith, or the failure to enter into said employment agreement, shall be grounds for terminating this Agreement. Mx. Xxx covenants to perform, for the SuperGreen Sub, those substantially similar obligations and responsibilities as performed by him for SuperGreen prior to the Closing, with substantially similar compensation from the SuperGreen-Sub as received from SuperGreen prior to Closing. Mx. Xxx represents and warrants that SuperGreen constitutes 100% of the business conducted by SuperGreen. Cxxxxx Xxx We SuperGreen ...
