Board of Directors and Management. Effective on the Exercise Date and immediately following exercise of the Option and the Shareholders’ Agreement Termination, the Securityholders and the Board, respectively, shall: (a) increase the size of the Board from two directors to three directors, comprised of two representatives of the Optionee and one representative of the Securityholders, who will be Dr. Rxxxxx Xxxxxxx; and (b) appoint Dr. Rxxxxx Xxxxxxx as the Chief Executive Officer and a Chief Financial Officer of the Optionee’s choosing (collectively, the “Board Reconstitution”). The Optionor shall, prior to the exercise of the Option, procure the following: (i) duly executed resignation and mutual releases in the form and substance satisfactory to the Optionor and the Optionee, acting reasonably, from each director and officer of the Optionor who will no longer be serving in such capacity or capacities following exercise of the Option; and (ii) consents to act as a director from each new director and officer to be appointed following exercise of the Option, such that, effective on the Exercise Date, the directors and officers of the Optionor will be as set forth above. The Securityholders shall execute and deliver all such documents, including a unanimous resolution, and do all such acts and things as may be necessary to authorize and approve the Board Reconstitution.
Board of Directors and Management. (a) The Required Noteholders shall have the right to nominate up to two (2) directors to the Company’s Board of Directors out of a maximum of five (5) directors, at any time on or after the earlier of (i) May 31, 2009 or (ii) the termination of the Letter of Interest. In furtherance of the foregoing, the Company shall, and shall use its best efforts to cause its shareholders to, vote all shares of capital stock of the Company to, (i) fix and maintain the number of members of the Board of Directors at a maximum of five, and (ii) if nominated, elect such directors to the Company’s Board of Directors.
Board of Directors and Management. 4.1 At all times that EVIO is a Shareholder that owns at least fifty percent (50%) of the outstanding Shares, EVIO shall be eligible to appoint one (1) director to the Board of Directors. Initially, EVIO’s nominee shall be Xxxxxxx Xxxxxxx (“Will”). At all times that the Vendors or a Related Transferee (collectively, the “Vendor Group”) are Shareholders that collectively own at least at least fifty percent (50%) of the outstanding Shares, Xxxx shall be eligible to appoint one (1) director to the Board of Directors. Initially Jodi’s nominee shall be Xxxx. Each Shareholder will vote at all meetings of the Shareholders and act in all other respects in connection with the corporate proceedings of the Corporation in such manner as to ensure that Will or EVIO’s nominee (so long as EVIO owns at least fifty percent (50%) of the outstanding Shares) and Xxxx or her nominee (so long as the Vendor Group owns at least fifty percent (50%) of the outstanding Shares) are elected and appointed and maintained in place from time to time as Directors of the Corporation. No Shareholder shall exercise his/her/its voting rights to remove a Director without the consent of the other Shareholders. In exercising their director’s powers and discharging their director’s duties, Will and Xxxx agree to (a) act honestly and in good faith with a view to the best interests of the Corporation, and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In the event that either EVIO or the Vendor Group cease to own at least fifty percent (50%) of the outstanding Shares and accordingly no longer hold the nomination rights set forth above, the decision to add or remove any other directors shall be made by the Shareholders holding at least fifty-one (51%) percent of the Shares.
Board of Directors and Management. During the Term, each Investor shall not, and shall cause each Affiliate and Associate of such Investor not to, directly or indirectly (i) seek election to or seek to place a representative on the Board of Directors of the Company or seek the removal of any member of the Board of Directors of the Company, (ii) interfere with the operation of the Company or, (iii) oppose or interfere with, in any matter whatsoever, any transaction approved by the Board of Directors of the Company.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members Board of Directors of BOE and the management of BOE.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members Board of Directors of TFC and the management of TFC.
Board of Directors and Management. Since the date of this Agreement, there shall have been no material changes in the members of the Board of Directors of FFC and the management of FFC.
Board of Directors and Management. The current officers and senior management of Xxxxxx will continue to hold the same offices and positions with Xxxxxx after the closing of the Transaction.
Board of Directors and Management. (1) After capital increase, share expansion and equity transfer, the members of the board of directors of the Company shall be adjusted and appointed by the shareholders of the Company in accordance with the provisions of the Articles of Association and the agreement.
Board of Directors and Management. (1) At the specific request of the Client, Xxxxxxxxx, either directly or through the services of a qualified executive recruitment firm specializing in financial institutions, shall seek to identify and recruit specific senior officers and directors to complete or strengthen the Board of Directors or management team.
