Board of Directors, Committees and Certain Officers Sample Clauses

Board of Directors, Committees and Certain Officers. (a) The Board of Directors will consist of twelve (12) Directors, seven (7) of whom shall be Series A Directors and five (5) of whom shall be Series V Directors. The Verizon Shareholder Group shall nominate all of the Series A Directors and their alternates other than the Vodafone Series A Director if applicable, and both the Verizon Shareholder Group and the Vodafone Shareholder Group shall vote their Series A Shares to elect such nominees. In order to induce the members of the Verizon Shareholder Group to enter into this Agreement, the Vodafone Shareholder Group agrees that if at any time the Series V Shares beneficially owned by the Vodafone Shareholder Group represent less than ten percent (10%) of the Corporation's total corporate capital, the Vodafone Shareholder Group shall elect the Vodafone Series A Director, if applicable, from among those Persons proposed to the Vodafone Shareholder Group by the Verizon Shareholder Group in writing. Without prejudice to the rights accorded to the Corporation's shareholders pursuant to Article 144 of the LGSM and the applicable provisions of the Bylaws, the Vodafone Shareholder Group shall nominate all of the Series V Directors and their alternates; provided, however, that in the event non-Shareholders having a right pursuant to the applicable provisions of the LGSM and the Bylaws to elect one or more Series V Directors exercise such right, then the Vodafone Shareholder Group shall nominate all remaining Series V Directors and their alternates. In order to induce the members of the Verizon Shareholder Group to enter into this Agreement, the Vodafone Shareholder Group agrees that in any case, at any time when the Series V Shares beneficially owned by the Vodafone Shareholder Group represent ten percent (10%) or more of the Corporation's total corporate capital, the Vodafone Shareholder Group shall elect as the Series V Director (or as one of the Series V Directors) which it has the right to elect pursuant to Article 144 of the LGSM and the applicable provisions of the Bylaws (the "Verizon Series V Director") from among those Persons proposed to the Vodafone Shareholder Group by the Verizon Shareholder Group in writing. Both the Verizon Shareholder Group and the Vodafone Shareholder Group shall vote their Series V Shares to elect all such nominees nominated by the Vodafone Shareholder Group (including the Verizon Series V Director). The Series A Directors shall serve at the pleasure of the beneficial owners of the ...
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Related to Board of Directors, Committees and Certain Officers

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • The Board (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

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