Board of Directors of Newco Sample Clauses
The 'Board of Directors of Newco' clause defines the structure, composition, and authority of the board that will govern the newly formed company, Newco. It typically outlines how directors are appointed or removed, the number of directors, and their decision-making powers. For example, it may specify that certain shareholders have the right to nominate directors or that a majority vote is required for board actions. This clause ensures clear governance and accountability for Newco, establishing a framework for oversight and strategic direction.
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Board of Directors of Newco. (a) At the Effective Time, the Board of Directors of Newco shall consist of not more than 15 members, at least three of which shall be designated by Enron, after consultation with Dynegy, before the Effective Time ("Former Enron Directors"). Prior to the Effective Time, Dynegy shall, after consultation with Enron, determine the total number of directors on the Board of Directors of Newco effective as of the Effective Time and the number of Former Enron Directors (in each case subject to the preceding sentence) and designate the current members of the Dynegy Board of Directors that will serve on the Newco Board of Directors as of the Effective Time ("Former Dynegy Directors"). Charles L. Watson shall be the Chairman of the Board of Newco. From a▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ctive Time, each person so designated shall serve as a director of Newco until such person's successor shall be elected and qualified or such person's earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of Newco.
(b) Prior to the Effective Time, Dynegy shall cause Newco to take such action as may be necessary to cause the Dynegy designees and the Enron designees to be elected to the Board of Directors of Newco as of the Effective Time.
Board of Directors of Newco. The Board of Directors of Newco shall oversee the operations of the Joint Venture with respect to [*****] in a manner consistent with the articles of incorporation of Newco and operation of a Novartis Affiliate. The Board shall be comprised of not more than fifteen regular members elected by the shareholder(s)
Board of Directors of Newco. 12.1. NewCo shall be governed by a Board of Directors (the "Board of Directors" or the "Board") which shall consist of four (4) members. TI shall have the right to nominate two (2) members of the Board and AMADEUS shall also have the right to nominate two (2) members. The members shall remain in office for a period of three years, renewable upon decision by the General Meeting of Shareholders.
12.2. If a Director of NewCo must for any reason be replaced, the Party that nominated such director will nominate a replacement and both Parties shall cause their shares to be voted for such replacement.
12.3. If a Party votes its shares to remove a member that it nominated, the other Party shall also vote its shares for such removal.
12.4. The Directors shall not be remunerated for this function, unless otherwise agreed by the Parties.
12.5. The Board, at its first meeting, shall appoint a permanent secretary who shall not be a Board member. The permanent secretary shall act under the direction of the Chairman. The permanent secretary shall attend every Board meeting and shall be responsible for the drafting of the minutes of the Board, the notice of each following Board meeting and any required filings or registrations of decisions or resolutions taken by NewCo's governing bodies.
Board of Directors of Newco. The Board of Directors of NEWCO shall consist of six (6) individuals, three of whom shall be appointed by MITSUBA and three of whom shall be appointed by WALBRO. MITSUBA and WALBRO each agree to vote their respective NEWCO shares in favor of three of the other party's nominees at each and every meeting of shareholders held for the purpose of electing Directors in order to assure that each party shall elect one-half of NEWCO's Directors. In the event that a party shall wish to remove a director who was nominated by the party, the other party shall vote its shares in favor of such removal. In the event a Director nominated by a party shall cease to be a Director for any reason, the other party shall vote its shares in favor of the individual whom that party shall nominate to fill such vacant position. Each party agrees that it shall take any and all necessary actions in a timely fashion in order to obtain the results contemplated by this Paragraph 2.
Board of Directors of Newco. The Board of Directors of --------------------------- Newco upon consummation of the Combination shall be as set forth on Exhibit E. --------- Newco shall obtain the signature of each such person consenting to such appointment immediately prior to the Effective Time.
Board of Directors of Newco