Board Size and Composition Sample Clauses

Board Size and Composition. Effective as of the Effective Time, the Board and the Bank Board shall each be comprised of seven (7) Continuing Sterling Directors, including Mx. Xxxxxxxx, and eight (8) Continuing Webster Directors, including Mx. Xxxxxx. From and after the Effective Time until the Expiration Date: (A) the number of directors that comprises the full Board and the full Bank Board shall each be fifteen (15) and (B) no vacancy on the Board or the Bank Board created by the cessation of service of a director shall be filled by the applicable board and the applicable board shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, as applicable (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Sterling Director, not less than a majority of the Continuing Sterling Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Webster Director, not less than a majority of the Continuing Webster Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the Corporation’s securities are listed). For purposes of this Article XI, the terms “Continuing Sterling Directors” and “Continuing Webster Directors” shall mean, respectively, the initial directors of Sterling and the Corporation who were selected to be directors of the Corporation and of the Bank by Sterling or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article XI, Section 2.

Board Size and Composition. Effective as of the Closing, in accordance with Section 3.02 of the Bylaws, the size of the Board has initially been fixed at seven Directors.

Board Size and Composition. (i) The number of authorized directors on the Board shall be reduced to seven (7) directors effective as of the 2023 Annual Meeting and thereafter shall not be further increased prior to the Termination Date (as defined below) without the Engaged Group’s prior written consent. (ii) The Company shall, with respect to the 2023 Annual Meeting, (A) include Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx XxXxxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxx in its proxy statement and proxy card as director nominees of the Board (the “Company Slate”), (B) take all necessary and appropriate action to cause the election of the Company Slate, including recommending that the Company’s stockholders vote in favor of the election of the Company Slate to the Board and soliciting proxies in favor of the election of the Company Slate to the Board, and (C) otherwise supporting the election of the Company Slate to the Board. (iii) The Company agrees that the Board and all applicable committees of the Board shall take all actions reasonably necessary, effective no later than immediately prior to the execution of this Agreement, to determine, in connection with their initial election as a director, that each of Xxxxxx Xxxxxxxxx and Xxxx Xxxxx is deemed to be (A) an “incumbent director” (as such term may be defined in the definition of “change in control” (or any similar term) under the Company’s incentive plans, options plans, equity plans, deferred compensation plans, employment agreements, severance plans, retention plans, loan agreements, indentures, material agreements (“Documents”), or any other related plans or agreements that refer to any such Document’s definition of “change in control” or any similar term) and (B) a member of the Board as of the beginning of any applicable measurement period for the purposes of the definition of “change in control” or any similar term under the Documents, in each case for clauses (A) and (B), to the extent permitted under each Document.

Board Size and Composition. (a) As of the Effective Date, the Board shall have nine (9) authorized directors. (b) Subject to applicable law and to the terms and conditions set forth herein and in the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the effectiveness of this Agreement, from the Effective Date until the twenty-four (24)-month anniversary of such date, Acacia will have the right to nominate three (3) directors (the “Acacia Designees”) to the Board. (c) Subject to applicable law and to the terms and conditions set forth herein and in the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the Effective Date, from the Effective Date until the twenty-four (24)-month anniversary of such date, the Holders, voting as a group, will have the right to nominate six (6) directors (the “Holder Designees”) to the Board.

Board Size and Composition. Effective as of the consummation of the IPO, in accordance with Section 15 of the Bylaws, the size of the Board has been fixed at eight Directors.

Board Size and Composition. (a) The number of directors comprising the Board of Directors of the Company as of the date hereof is eight (8). Pursuant to Section 11 of the Securities Purchase Agreement, within twelve (12) days after the Tranche II Closing Date, the Company shall, in accordance with the provisions of the Certificate of Incorporation and By-Laws of the Company and applicable law, use its best efforts to cause the number of Directors comprising the Board of Directors to be increased to nine (9), constituted as follows: (i) up to three (3) Directors designated in writing to the Company by the designee (each, an "Investor Nominee") of the Signatory Investors holding a majority of the Investors' Shares held by all of the Signatory Investors (excluding Investors' Shares held by Gibralt) (the "Signatory Investor Majority"); (ii) one (1) Director selected by the holders of at least 66 2/3% of the outstanding principal amount of the Class E Secured Notes due 2006 issued by Diomed (for so long as any such Notes remain outstanding); (iii) one (1) Director shall be the Chief Executive Officer and an additional Director shall remain David Swank; and (iv) three (3) other Directors, all xx xxxx xxxll be "independent" directors, as such term is defined by the U.S. securities laws and the rules and regulations promulgated by the SEC thereunder or by the rules of the AMEX and/or any other exchange on which the Company's securities are traded. (b) Subject to the Certificate of Incorporation and By-Laws, applicable law and the applicable requirements of the AMEX, one (1) Investor Nominee, when elected as a member of the Board of Directors, shall have the right to be a member of any nominating, compensation, stock option or audit committee of the Board. (c) If any of the Investor Nominees resigns, dies, becomes incapacitated or otherwise is removed from office, the Company shall use its best efforts to cause the Board of Directors to nominate and cause the resulting vacancy to be filled with another Investor Nominee, designated in writing to the Company by the Signatory Investor Majority. (d) So long as this Agreement remains in effect, the Company shall not without prior written approval of the Signatory Investor Majority increase the size of the Board of Directors to a number of members greater than nine (9);

Board Size and Composition. The Board of the Company shall consist of up to five (5) Directors, whose nomination and election shall be as follows: (a) The holders of majority of Common Shares (excluding Common Shares held by Tiger and KTB CHINA OPTIMUM FUND, if any), shall be entitled to, by written notice to the Company, nominate and elect one (1) Director to the Board, initially to be ZHANG Bangxin, and shall also be entitled to remove any such Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any such Director occupying such position; (b) Tiger shall be entitled to, by written notice to the Company, nominate and elect one (1) Director to the Board, initially to be XXXX Xxxxxxxx (“New Common Director”), and shall also be entitled to remove any such Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any such Director occupying such position. (c) The Series A Preferred Shareholder shall be entitled to, by written notice to the Company, nominate and elect one (1) Director to the Board, initially to be YEH Aieming Xxx (“Series A Director”), and shall also be entitled to remove any such Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any such Director occupying such position. (d) Any Shareholder may nominate a Director to fill the remaining two (2) directors; provided that the election of such Director(s) shall be subject to the approval of all of the Shareholders voting together as a single class on an as-converted basis. The chairman of the Board (“Chairman of the Board”) shall be elected by the Board with majority votes.

Board Size and Composition. FounderCo shall vote at regular or special meetings of shareholders, and to give its written consent with respect to, such SCAC Ordinary Shares that it owns (or as to which it has voting power) to ensure that the size of the board of directors of SCAC (the “Board”) and the board of directors of AutoChina shall, during a period commencing from the date hereof and ending December 31, 2011(the “Concerned Period”), be set and remain at seven (7) directors, including two (2) persons nominated by the AutoChina Shareholders’ Representative, two (2) persons nominated by the SCAC Shareholders’ Representative and three (3) persons as independent non-executive directors, provided that, the three (3) independent non-executive director candidates who are actually nominated shall be mutually agreed upon by the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative.

Board Size and Composition. At the Effective Date, the Board shall be comprised of nine (9) Directors, which shall include: (a) three (3) Independent Directors; (b) five (5) Sponsor Directors; and (c) the CEO.

Board Size and Composition. (a) Each Stockholder shall vote, or cause to be voted, at a regular or special meeting of stockholders (or by written consent) all Securities owned by such Stockholder (or as to which such Stockholder has voting power or voting control) in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors. (b) On the date hereof and from time to time and at all times thereafter, in any election of the Company’s directors, the Stockholders shall each vote at any regular or special meeting of stockholders (or by written consent) all Securities owned by such Stockholder (or as to which such Stockholder has voting power or voting control) to elect three (3) directors nominated by Motorsport and two (2) directors nominated by the holders of a majority of the shares of the Company’s capital stock held by GN, PF, Leo, HC2 and CGI. (c) Any vote taken to remove any director elected pursuant to this Section 5.2, or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 5.2, shall also be subject to the provisions of this Section 5.2.