Board of the Company. 7.1 The Board of Directors shall be the highest authority of the Company. The date of completion of this agreement shall be deemed to be the date of establishment of the Board of Directors.
7.2 The Board of Directors shall be composed of three (3) Directors of whom two (2) shall be nominated and appointed by Comtech. The remaining one will be nominated and appointed by Other Shareholders.
Board of the Company. The Company shall have taken all necessary corporate action such that (i) effective from the Closing the Board shall have eight (8) members, among which one individual designated by the Investor in writing shall be appointed as a director of the Company (the “Investor Nominee Director”), and (ii) one individual designated by the Investor in writing shall be appointed as a non-voting observer to the Board (the “Investor Observer”), and evidence of the foregoing appointment shall have been delivered to the Investor.
Board of the Company. Subject to Section 7.2(i), the Parties agree to take all necessary actions to cause each of the following candidates to be appointed as the Directors of the Company: (a) one (1) Management Director candidate nominated by the Management Founder; (b) three (3) Investor Director candidates each of which is to be nominated by each of Tencent, Sequoia and Lightspeed, respectively; and (c) an Investor Director candidate nominated by the holders of at least a majority of the Class A Ordinary Shares held by the HCB Founders indirectly through the HCB Founder Holding Companies and approved by the Management Founder. Any Person or a group of Persons entitled to designate, appoint or nominate any individual to be elected as a Director of the Board pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii) shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. Each Shareholder agrees to always vote in support of the principle that a Director to the Board appointed pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii) shall be removed from the Board with or without cause only upon the vote or written consent of such Shareholder entitled to appoint or nominate such Director pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii), and each Shareholder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such Director without such vote or written consent. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director appointed pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii), the replacement to fill such vacancy shall be designated in the same manner, in accordance with Section 7.2 (i) and this Section 7.2 (ii), as the Director whose seat was vacated.
Board of the Company. On the Closing Date, the Seller will deliver to the Purchaser the resignations, effective as of the Closing Date, of Messrs. Ardelt, Burmester, Hutten, and Xxxxxxxxxxx as members of the supervisory board ("Aufsichtsrat") of the Company. VIAG AG shall be entitled to nominate a person, to be mutually agreed upon with Purchaser (it being understood that VIAG AG makes a proposal and that Purchaser's consent shall not be unreasonably withheld), to be elected as member of the supervisory board of the Company and the Purchaser shall use its influence to have this person elected.
Board of the Company. As from Completion, the Subscriber and all Existing Shareholders shall vote their shares in the Company such that the board of directors of the Company (the "BOARD") will be constituted in the following manner:
Board of the Company. Immediately prior to the Effective Time, the Board shall be reconstituted through the resignation of some or all, as applicable, of incumbent directors (upon receipt of a full discharge from the Company regarding their duties as directors and confirmation satisfactory to the directors, acting reasonably, that the Company has purchased insurance coverage as contemplated by Section 7.2) and the appointment of nominees of Parent in their stead. The Company shall, in accordance with the foregoing and subject to the provisions of the Charter Documents and the CBCA, assist Parent to secure the resignations of such directors to be effective at such time as may be required by Parent and to use reasonable efforts to cause the election or appointment of Parent’s nominees to fill some or all (at the discretion of Parent) of the vacancies so created in order to effect the foregoing without the necessity of a Shareholders meeting.
Board of the Company. (a) The Securityholders agree and understand that immediately following the consummation of the Transactions, the Board will consist of a number of Representatives (as defined in the LLC Agreement) or directors between five and eleven (as determined by the THL Group), two of whom shall be designated by RLB, one of whom shall be designated by THL V and the remainder of whom shall be persons designated by the THL Group (and who may be members of the THL Group or affiliates thereof); provided that if RLB designates himself as a Representative or director he shall have the right to serve as Chairman of the Board so long as he is a Representative or director; provided further, that RLB's rights pursuant to this Section 8.2, shall terminate at such time as he no longer owns in excess of 5% of (i) the outstanding Class B Units and Class C Units for so long as the Company remains a limited liability company or (ii) the outstanding shares of Common Stock (including shares issuable under outstanding options to purchase Common Stock as determined on a Cashless Exercise Basis) on and following such time as the Company converts into or is merged with a corporation and the Securityholders receive shares of Common Stock as a result thereof. For purposes of this Agreement, "Cashless Exercise Basis" shall mean determining the net number of shares of Common Stock underlying such option, which shall be equal to (a) the total number of shares of Common Stock subject to such option less (b) an amount of shares equal to the aggregate exercise price of the option divided by the fair market value per share of Common Stock as determined by the Board in good faith.
Board of the Company. The Company shall have taken all necessary corporate action such that effective from the First Closing the Board shall have five (5) members, among which three (3) individuals designated by the Investor in writing shall be appointed as directors of the Company (each an “Investor Nominee Directors”) and the current Directors other than the SIG Director, the Autohome Director and one of the Ordinary Directors shall have been resigned from the Board, and evidence of the foregoing appointment and resignation shall have been delivered to the Investor.
Board of the Company. The business of the Company shall be managed by the Board of the Company.
(i) Subject to the provisions of this Agreement that require the consent or approval of one (1) or more Stockholders, the Board of the Company shall have full and exclusive authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of Company business, unless otherwise provided in the Act, the Company Charter or this Agreement. Except as expressly provided herein, the vote of a majority of the Directors shall be required to approve or effect any action or transaction on behalf of the Company.
(ii) The Board of the Company shall initially consist of seven (7) Persons (each such Person, along with any other Persons appointed from time to time, the “Directors”). Subject to Section 7(d), the number of Directors may be changed from time to time by resolution of the Board of the Company; provided, however, that no decrease in the number of Directors shall shorten the term of an incumbent Director. Each Director shall hold office for the term for which he or she is elected and thereafter until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Directors need not be Stockholders or residents of the State of Delaware.
(A) For so long as (a) the Taglich Founding Investors and their respective Affiliates and the Permitted Transferees of any of the foregoing collectively hold not less than 75% of the Stockholder Shares held by them collectively as of the date hereof (as adjusted for splits, reverse stock splits, stock dividends, share combinations and the like), or (b) the Taglich Founding Investors, the Taglich Equity Investors and the respective Affiliates of any of them, and the Permitted Transferees of any of the foregoing, collectively hold not less than a 40% Percentage Interest at any time, the Taglich Founding Investors shall have the right to appoint four (4) Directors (the “Taglich Directors”). Rxxxxxx X. Xxxx, Xx., Wxxxxxx X. Xxxxx, Dxxxxxx X. Xxxxxx and Dxxx Xxxxx are hereby appointed as the initial Taglich Directors. The Taglich Directors must at all times include at least one (1) of Rxxxxxx X. Xxxx, Xx., Wxxxxxx X. Xxxxx or Dxxxxxx X. Xxxxxx (each, in such capacity as a Taglich Director, a “Special Taglich Director”). If any action ...
Board of the Company. The business and affairs of the Company are managed under the direction of Managers. In this Agreement, several items may be determined by the
