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. 4.2 Any Shareholder entitled to nominate and elect a director shall be entitled to remove any such director by notice to such director, the other Shareholders and to the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director (a “Terminated Director”) shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a Board of Directors consisting of the numbers of nominees specified in Section 4.1 and the other Shareholders will vote all such Shares entitled to vote thereon in favour of electing such individual. If any Person specified in Section 4.1 as having the right to nominate a director gives written notice to the other Shareholders of a desire to remove a director nominated by such Person, the other Shareholders will vote all of their Shares entitled to vote thereon in favour of removing that director. Following the death, disqualification, inability to act, resignation or removal of any director, except as contemplated in Section 4.3, no further business shall be transacted by the Board of Directors (other than to fill such vacancy) for a period of ten (10) days unless the Party entitled to appoint a replacement director consents in writing to the Board of Directors transacting business or until a new director is elected or appointed to replace the Terminated Director, whichever first occurs, provided that, in the event that no new director is appointed within such period of ten (10) days, notwithstanding such vacancy, the Board of Directors may thereafter transact any and all business which may properly come before the Board of Directors, provided in each case that a quorum for the meeting of the Board of Directors is established. 4.3 Except as otherwise required by law or by this Agreement, questions arising at any meeting of Directors shall be decided by a majority of votes. Quorum for attendance at a Directors meeting shall be a majority of the Directors present. In the event that, pursuant to Section 4.2, a Terminated Director has not been replaced in accordance with the provisions set out Section 4.2, in the event that a Directors meeting has been called, yet quorum cannot be achieved on account of the Terminated Director not having been replaced, any business otherwise to be transacted at a Directors meeting shall be delayed for a period of forty-eight (48) hours, at which point a Directors meeting shall be again convened (the “Rescheduled Directors Meeting”). Quorum at a Rescheduled Directors Meeting shall be one (1)
Appears in 2 contracts
Samples: Share Purchase Agreement (Evio, Inc.), Share Purchase Agreement (Evio, Inc.)
Board of Directors and Management. 4.1 At all times that EVIO is a Shareholder that owns at least fifty 5.1 After the date hereof, so long as the Investors hold no less than fifty-one percent (5051%) of the issued and outstanding Series A Preferred Shares, EVIO at an annual or extraordinary general meeting called for such purpose, or by written resolution in lieu of a meeting, the Shareholders agree to vote the Shares owned of record or beneficially by them and to otherwise exercise their powers in relation to the Company (a) to maintain a nine (9) member Board of the Company, (b) to elect to the Board of Directors of the Company two (2) nominees designated by the Investors (each an "INVESTOR DIRECTOR"); (b) one (1) nominee designated by Smart Create; (c) six (6) nominees designated jointly by Junheng and On Chance, and (d) to appoint one Investor Director or one such person as designated by the Investors to each of the Company's audit committee and compensation committee. All such directors shall hold office until their resignation, death or incapacity or until their respective successors shall have been elected and shall have qualified. Any vacancy shall be eligible filled by the part(ies) entitled to designate such director hereunder, which shall be deemed to have a proxy to exercise the vote or provide the consent of such director until the appointment of such director to the Board. The Company shall provide to such directors the same information concerning the Company and its Subsidiaries, and access thereto, that is provided to other members of the Board of the Company. The reasonable travel expenses incurred by any such director in attending any such meetings shall be reimbursed by the Company to the extent consistent with the Company's then existing policy of travel and reimbursement.
5.2 The Company shall and the Ordinary Shareholders shall procure the Company to, cause the Board of the PRC Subsidiary to be composed of the same nominees designated by such Persons pursuant to Section 5.1.
5.3 In addition to the rights of the Investors to appoint the Investor Directors, each of the Investors shall be entitled, by notice in writing to the Company, to appoint one (1) director person, respectively, as observers to attend and speak at, either in person or by teleconference, any and all meetings of the Board of Directorsthe Company and its Subsidiaries and all committee meetings thereof. InitiallyThe Company shall provide to such observers the same information concerning the Company and its Subsidiaries, EVIO’s nominee and access thereto, provided to members of the Board of the Company and its Subsidiaries and such committees thereof. For purposes of this Section 5.3, (i) DLJ and RECP shall be Xxxxxxx Xxxxxxx collectively deemed as one Investor, and (“Will”). At all times that ii) Farallon Capital Partners, L.P., Farallon Capital Institutional Partner, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partner III, L.P. and Farallon Capital Offshore Investors II, L.P. shall be collectively deemed as one Investor.
5.4 The parties hereto will cause the Vendors or a Related Transferee (collectively, Board of the “Vendor Group”) are Shareholders that collectively own Company and the PRC Subsidiary to meet at least once every quarter on as regular a basis as possible by giving at least fifty percent fifteen (50%15) calendar day's prior notice of such meeting and the agenda of such meeting. A quorum of the outstanding SharesBoard of the Company and the PRC Subsidiary shall consist of at least five (5) members of the Board, Xxxx shall be eligible to appoint including at least one (1) director Investor Director who shall attend such meeting, provided that the Company and the PRC Subsidiary shall give reasonable prior notice to all the Board members (including the Investor Directors). A board meeting properly called that does not have the requisite quorum shall automatically reconvene one week from the original date of Directors. Initially Jodi’s nominee such meeting, or such other place and time as may be agreed, with the same agenda and the quorum shall be Xxxx. Each Shareholder will vote deemed to exist 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 Sharesreconvened meeting.
4.2 Any Shareholder entitled to nominate and elect a director shall be entitled to remove any such director by notice to such director, the other Shareholders and to the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director (a “Terminated Director”) shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a Board of Directors consisting of the numbers of nominees specified in Section 4.1 and the other Shareholders will vote all such Shares entitled to vote thereon in favour of electing such individual. If any Person specified in Section 4.1 as having the right to nominate a director gives written notice to the other Shareholders of a desire to remove a director nominated by such Person, the other Shareholders will vote all of their Shares entitled to vote thereon in favour of removing that director. Following the death, disqualification, inability to act, resignation or removal of any director, except as contemplated in Section 4.3, no further business shall be transacted by the Board of Directors (other than to fill such vacancy) for a period of ten (10) days unless the Party entitled to appoint a replacement director consents in writing to the Board of Directors transacting business or until a new director is elected or appointed to replace the Terminated Director, whichever first occurs, provided that, in the event that no new director is appointed within such period of ten (10) days, notwithstanding such vacancy, the Board of Directors may thereafter transact any and all business which may properly come before the Board of Directors, provided in each case that a quorum for the meeting of the Board of Directors is established.
4.3 Except as otherwise required by law or by this Agreement, questions arising at any meeting of Directors shall be decided by a majority of votes. Quorum for attendance at a Directors meeting shall be a majority of the Directors present. In the event that, pursuant to Section 4.2, a Terminated Director has not been replaced in accordance with the provisions set out Section 4.2, in the event that a Directors meeting has been called, yet quorum cannot be achieved on account of the Terminated Director not having been replaced, any business otherwise to be transacted at a Directors meeting shall be delayed for a period of forty-eight (48) hours, at which point a Directors meeting shall be again convened (the “Rescheduled Directors Meeting”). Quorum at a Rescheduled Directors Meeting shall be one (1)
Appears in 1 contract
Samples: Shareholders Agreement (E-House (China) Holdings LTD)
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 The Board of the CorporationJVC shall consist of four (4) directors to whom, Synbiotics shall be entitled to nominate/designate two (2) directors and Co-Dx shall be entitled to nominate / designate two (b2) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstancesdirectors. In the event that either EVIO or of increase in the Vendor Group cease number of Directors, Synbiotics and Co-Dx shall be entitled at any time to own at least fifty percent nominate equal number of directors. The Directors so appointed shall not be liable to retire by rotation nor be subject to any election.
(50%b) A vacancy on the Board of the outstanding Shares and accordingly no longer hold the nomination rights set forth aboveDirectors shall be filled in as follows;
(i) In case of a director who was nominated / designated for appointment by Synbiotics vacating his office as a director, the decision Person to add or remove any other directors be appointed to fill the vacancy shall be made one nominated / designated by the Shareholders holding at least fifty-one (51%) percent of the SharesSynbiotics.
4.2 Any Shareholder entitled (ii) In the case of director who was nominated / designated for appointment by Co-Dx vacating his office as a director, the Person to nominate and elect a director be appointed to fill the vacancy shall be one nominated / designated by Co-Dx.
(c) Synbiotics or, as the case may be Co-Dx shall be entitled to remove any such director of its appointees as directors by notice to such director, the other Shareholders and to the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director (addressing a “Terminated Director”) shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a Board of Directors consisting of the numbers of nominees specified written communication in Section 4.1 and the other Shareholders will vote all such Shares entitled to vote thereon in favour of electing such individual. If any Person specified in Section 4.1 as having the right to nominate a director gives written notice to the other Shareholders of a desire to remove a director nominated by such Person, the other Shareholders will vote all of their Shares entitled to vote thereon in favour of removing that director. Following the death, disqualification, inability to act, resignation or removal of any director, except as contemplated in Section 4.3, no further business shall be transacted by the Board of Directors (other than to fill such vacancy) for a period of ten (10) days unless the Party entitled to appoint a replacement director consents in writing behalf to the Board of Directors transacting business or until of the JVC and the Parties hereto and to appoint a new director is elected or appointed replacement in such vacancy and the Board shall immediately take steps to replace implement such communication in that behalf. No Director shall be removed under any circumstances without the Terminated Directorexpress prior written approval of the Party nominating him.
(d) Synbiotics or, whichever first occurs, provided that, as the case may be Co-Dx shall be entitled to recommend the appointment of alternate director/s in the event that no new director is the director/s appointed within such period or nominated / designated by Synbiotics or as the case may be Co-Dx is/are unable to attend the meetings of ten (10) days, notwithstanding such vacancy, the Board of Directors may thereafter transact any and all business which may properly come before the Board of Directors. The Board of Directors shall accept such recommendation and appoint these alternate directors. An alternate director shall be entitled to receive notices of meetings or the directors and of any committee of the directors thereof and shall be entitled to attend and vote as a director.
(a) No meeting of the Board shall be held unless at least thirty (30) business days written notice has been given to each of the Directors, provided at their address in India or abroad, or by shorter written notice if all Directors entitled to vote accord their consent thereto in writing, and a quorum is present in accordance with Clause 10.2(c) hereof.
(b) In the meetings, only such agenda will be placed as is specified in the notice to the Directors and the agenda shall not be changed in any manner unless prior approval of at least one Director appointed by each case Party hereto is obtained.
(c) The Parties agree that a valid quorum for the purposes of any meeting of the Board shall require the presence of at least one nominee of each Party. Provided that, if a valid quorum is not present at any meeting of the Board due to the absence of all the nominees of any one Party (“Absent Party”) the meeting shall stand adjourned by seven (7) business days. If at such adjourned meeting also a valid quorum is still not present due to the absence of all the nominee directors of the Absent Party, the meeting shall stand adjourned again by three (3) business days, and in absence of a quorum at such adjourned meeting due to the continued absence of the representative of the Absent Party, Clause 14 shall apply.
(d) Subject to the provisions of the Act, a resolution shall be deemed to have been passed by circulation if the same was circulated in writing along with all the necessary papers, if any, to all the directors whether in India or abroad, and the same is signed by all the directors. If applicable laws do not permit the enforceability of this provision, then no resolution shall be passed by circulation.
(e) Board meetings may take place in person or through video conferencing or other audio visual means as permission under the Act.
10.3 The Chairman and Co- Chairman of the Board shall be appointed on a rotational basis for a period of two (2) years each. When the Chairman is nominated by Synbiotics, the Co-Chairman shall be nominated by Co-Dx and vice-a-versa. The first Chairman shall be nominated by Co-Dx and the Co-Chairman shall be nominated by Synbiotics. In case of absence of the Chairman appointed as above at any of the Board meetings, the Co-Chairman shall hold office of the Chairman at such meeting.
10.4 The Chairman at any Board or Shareholder’s meeting shall not have any additional vote or casting vote or second vote in any such Board or Shareholders meeting.
10.5 The meeting of the Board of Directors is establishedshall be held at least once in every three months and at least four such meetings shall be held in every year.
4.3 Except as otherwise required by law or by this Agreement, questions arising at any meeting of Directors shall be decided by a majority of votes. Quorum for attendance at a Directors meeting 10.6 There shall be a majority Chief Operating Officer (COO) of JVC to be jointly selected by both the Parties and he/she shall work under the overall supervision, direction, control and as the case may be delegation, of the Board of Directors presentof the JVC. In The appointment of COO shall be on such terms as approved by the event that, pursuant to Section 4.2, a Terminated Director has Board. If either of the two Parties is not been replaced in accordance satisfied with the provisions set out Section 4.2, in the event that a Directors meeting has been called, yet quorum cannot be achieved on account performance or conduct of the Terminated Director not having been replacedCOO the chairman / Vice–Chairman of the party concerned will recommend by a confidential note the termination of his/her services to the Chairman/Vice – Chairman of the other Party and the Chairman / Vice–Chairman of both Parties shall, any business otherwise within next 30 days try to be transacted at come to a mutually accepted decision failing which the party seeking removal of COO shall intimate the Board of Directors meeting of its desire to remove the COO and the Board shall accept the recommendations and terminate the services of the COO forthwith. The COO shall be delayed for a vested with adequate responsibilities and authority to enable him/her to conduct the day to day management and operation of the JVC effectively.
10.7 Nothing contained in 10.6 shall apply to the employees of Synbiotics whose services are made available to JVC as per clause 9.3 hereinabove.
10.8 The Management of the JVC during the initial period will be done with Xx. Xxxxxx Xxxxx who is an employee of forty-eight Synbiotics but will also perform the role of Chief Operating Officer (48COO) hours, at which point a Directors meeting shall of the JVC and will be again convened (subject to the “Rescheduled Directors Meeting”). Quorum at a Rescheduled Directors Meeting shall be one (1)Management articles described hereunder.
Appears in 1 contract
