Board Restructuring Clause Samples
The Board Restructuring clause outlines the process and conditions under which the composition or structure of a company's board of directors may be changed. Typically, this clause specifies who has the authority to initiate restructuring, the procedures for appointing or removing directors, and any required approvals or notice periods. For example, it may allow for the addition of independent directors or the reallocation of board seats among shareholders. Its core function is to provide a clear and orderly mechanism for adapting the board's makeup in response to changing business needs or stakeholder interests, thereby ensuring effective governance and minimizing disputes.
Board Restructuring. Following an Investor Redemption Event and solely for so long as such Investor Redemption Event remains uncured, the size and composition of the Board shall automatically, and without further action by the Board or the Members, be increased in size to seven (7) Directors such that there shall be two (2) additional Directors that shall be designated by the Class B Member, and as a result of which there shall be four (4) GSO Directors in total and three (3) ▇▇▇▇▇▇▇ Directors in total; provided that, once all pending Investor Redemption Events have been cured, the composition of the Board shall automatically, and without further action by the Board or the Members, be reconstituted in accordance with Section 5.3(a)(i) and the Class B Member shall notify the Company which two (2) natural persons will serve as the GSO Directors, unless Section 5.3(e) would apply at such time.
Board Restructuring. As soon as practicable after the date hereof, the Company will take and cause to be taken all necessary actions such that, no later than the Second Closing Date, the composition of the board of directors of the Company will satisfy the condition set forth in Section 2.06(c)(viii). Without limitation to the foregoing, the Company shall procure that, as soon as practicable and in any event no later than the Second Closing Date, an existing director of the Company shall resign from the board of directors of the Company, and the Initial Investor Director shall be appointed as a director of the Company to fill the vacancy resulting from the foregoing resignation. Upon the appointment of the Initial Investor Director, the Company shall enter into an indemnification agreement with the Initial Investor Director in substantially the same form as applicable to other members of the board of directors of the Company.
Board Restructuring. Subject to receipt of stockholder approval to amend the Company's certificate of incorporation to effect the Board Restructuring (the "Board Restructuring Condition"), at the Second Closing, the Board shall be restructured into a ten member Board consisting of three classes of directors with staggered terms, as follows (the "Board Restructuring"):
(i) three directors shall be up for election in 2012, which shall consist of one designee of the Soros Parties, one designee of Rho, and one outside independ▇▇▇ ▇irector;
(ii) three directors shall be up for election in 2011, which shall consist of one designee of the Soros Parties, one designee of Rho, and the Company's Chief ▇▇▇▇▇tive Officer; and
(iii) four directors shall be up for election in 2010, which shall consist of two outside directors, one designee of Maverick, and one designee of Prentice. Prior to receipt of approval by the Company's stockholders of the Board Restructuring Condition, the Board shall continue as a declassified Board consisting of between 10 and 12 members, including the members nominated in accordance with Section 1.2. Subsequent to the earlier of (i) the receipt of approval by the Company's stockholders of the Board Restructuring Condition or (ii) the date of the Company's receipt of the Rho Notice (pursuant to, and as defined in, that certain Registration Rights Agreement dated as of the date hereof among the Company and the Stockholders), the Board shall have no more than 10 members unless otherwise agreed in writing by Rho and Soros.
Board Restructuring. The restructuring of the Company’s Board of Directors shall be completed pursuant to the terms of the Voting Agreement simultaneously with the Second Closing. Upon the satisfaction of the foregoing conditions, the Company will issue to the Purchaser the Remaining Shares and the Purchaser shall deliver, or cause to be delivered, to the Company, in accordance with the terms of this Agreement, the Remaining Purchase Price in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to the Purchaser by the Company for such purpose.
Board Restructuring. The following actions will be taken with respect to the Board, each to be made effective as of the Closing in the following order: (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ will resign as directors of the Company, (ii) the Board will vote to fix the number of directors constituting the Board at five pursuant to Article II, Section 2 of the Company's Bylaws and (iii) the Board will appoint the Purchaser, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or such other persons whose names are provided by the Purchaser to the Board prior to Closing, to fill the then-existing three vacancies.
Board Restructuring. Per the recommendations in the 2020 Oregon Main Street Community Assessment, City and SHEDCOST. ▇▇▇▇▇▇ MAIN STREET ALLIANCE shall work in partnership to re-structure the board. A nominating committee with representatives mutually agreed upon by ▇▇▇▇▇▇▇▇. HELENS MAIN STREET ALLIANCE and the City will be formed composed of City representatives, partner organizations, former SHEDCOST. ▇▇▇▇▇▇ MAIN STREET ALLIANCE board members, and local business representatives. Current board members are encouraged to apply for a position via an application process.
Board Restructuring. Per the recommendations in the 2020 Oregon Main Street Community Assessment, City and SHEDCO shall work in partnership to re-structure the board. A nominating committee with representatives mutually agreed upon by SHEDCO and the City will be formed composed of City representatives, partner organizations, former SHEDCO board members, and local business representatives. Current board members are encouraged to apply for a position via an application process.
Board Restructuring. The following actions will be taken with respect to the Board, each to be made effective as of the Closing in the following order: (i) Joseph A. Alutto, Franklyn S. Barry, Jr., Warren E. Emblidge, Jr., Richard P. Beyer and Richard E. McPherson will resign as dire▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇pa▇▇, (▇▇) ▇▇▇ ▇▇▇▇▇ ▇▇▇l ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ituti▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ pursuant to Article II, Section 2 of the Company's Bylaws and (iii) the Board will appoint the Purchaser, Albert B. Petrie and Debra D. Bowers, or such other persons whose names are provided by the Purchaser to the Board prior to Clos▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇ then-▇▇▇▇▇▇▇▇ ▇▇▇▇▇ vacancies.
Board Restructuring. The Members agree that, at any time (i) after the second anniversary of the Effective Date, (ii) at which there are four or more Members and (iii) the NRG Member so requests, the Members will negotiate in good faith to agree on amendments to this Section 5.1 to provide for either an advisory board or an expanded Board of Managers (which may include independent Managers) in which the number of representatives that can be appointed by each Member will be approximately proportionate to such Member’s Combined Membership Percentage, with each such representative having a single vote and decisions being made by majority vote; provided, that the Required Manager Approval supermajority requirements shall be in substance preserved.