Board Representation; Committees Clause Samples
Board Representation; Committees. (a) The Company agrees that for so long as WC beneficially owns, directly or indirectly, at least 50% of the Originally Issued Shares, WC shall have the right to cause the Company to include, as nominees for the Company's Board of Directors recommended by the Board, two Directors (the "Purchaser Nominees").
(b) At or prior to the Closing, the Company shall, if necessary, increase the size of the Board of Directors of the Company as determined pursuant to Section 7.01(a) and shall elect as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) the Purchaser Nominees designated by WC. In connection with the annual meeting of stockholders of the Company next following such election, the Company shall nominate the Purchaser Nominees for election as Directors by the stockholders and use its best efforts to cause the Purchaser Nominees to be so elected and re-elected at each subsequent stockholder meeting at which Directors are elected for so long as WC shall have the rights set forth in Section 7.01(a).
(c) For so long as WC shall have the rights set forth in Section 7.01(a), if a vacancy shall exist in the office of a Purchaser Nominee, WC shall be entitled to designate a successor and the Company shall elect such successor as a Director of the Company (with a term expiring at the following annual meeting of the Company's stockholders).
(d) For so long as WC shall have the rights set forth in Section 7.01(a), at least one Purchaser Nominee shall be entitled to serve as a member of each committee (whether standing or special) of the Board of Directors of the Company and WC shall have the right to designate one Purchaser Nominee to serve as the Chairman of the Board of the Company; provided that such Purchaser Nominee is then serving as a Director of the Company.
(e) For so long as WC shall have the rights set forth in Section 7.01(a), any Purchaser Nominee then serving as the Chairman of the Board of the Company shall be entitled to serve, in such capacity, as an executive officer of the Company with such duties as are related to the Company's strategic planning; provided that, unless otherwise determined by the Board of Directors of the Company, any such Purchaser Nominee serving as an executive officer of the Company shall not be entitled to receive any compensation in connection therewith; provided, further, that this Agreement shall not be deemed to be an employment contract between the Company and such...
Board Representation; Committees. (a) The Board shall consist of no more than three members, or in the event that Bartech acquires additional shares of Common Stock pursuant to the Option, then the Board shall consist of no more than four members. Bartech shall be entitled to designate one member of the Board, or, in the event that Bartech acquires additional shares of Common Stock pursuant to the Option, then Bartech shall be entitled to designate two members of the Board (any such designated member, hereinafter referred to as a "Bartech Representative"). Bartech will not be required to designate any Board member it has a right to designate and, if it does not, such Board position shall remain vacant.
(b) The Board may establish such committees as its members deem necessary, desirable or appropriate. The members of any such committee shall be appointed by the Board; provided, that, unless otherwise agreed by Bartech, at least one Bartech Representative shall be appointed as a member of any such committee if Bartech has designated such Representation.
Board Representation; Committees. (a) The Company agrees that MSVP III Fund shall have the right to cause the Company to include, as a nominee for the Company's Board of Directors recommended by the Board, a number of Directors (rounded down to the next whole number if the fraction referred to below is less than one-half or, if otherwise, rounded up to the next whole number) that is equal to the product of the total number of Directors on the Board of Directors times a fraction the numerator of which is the aggregate number of Voting Securities owned by the Funds (assuming conversion of securities convertible into or exercisable or exchangeable for Voting Securities) and the denominator of which is the total number of Voting Securities outstanding; provided that notwithstanding the foregoing, if the Funds beneficially own less than 5% of the outstanding Voting Securities, MSVP III Fund shall no longer have the right to designate any nominee for election to the Company's Board of Directors (the "Fund Nominees").
(b) The Company agrees to use its best efforts to increase the size of the Board of Directors of the Company promptly after Closing by the number of Directors as determined pursuant to Section 8.1(a) and shall appoint as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) such persons designated by MSVP III
Board Representation; Committees. (a) The Company agrees that MSCP III Fund shall have the right, so long as the Funds, in the aggregate, shall continue to beneficially own at least 30% of the outstanding common stock of the Company, to cause the Company to include, as nominees for the Company's Board of Directors recommended by the Board, up to 3 Directors (each, a "Fund Nominee"); provided that one of the Fund Nominees shall be Howard Hoffen for so long as he remains an officer of Morgan Sta▇▇▇▇ ▇▇▇▇▇▇▇ Partners III, Inc.; and provided further ▇▇▇▇ ▇n▇▇▇▇▇▇▇ MSCP III Fund intends to designate 2