Boards of Directors Sample Clauses

Boards of Directors. (a) For so long as Silver Lake and its Affiliates own in the aggregate not less than thirty-five (35%) of the aggregate number of Shares issued to the Investors by the Company on the Closing Date, Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board one nominee who is a member of the general partner or investment advisor of Silver Lake (the "Investor Company Nominee") upon each regular election of the class of directors whose current term expires in 2003 ("Class II"). To this end, the Company and the Investors agree to take the following actions (unless Silver Lake shall have determined in its sole discretion not to nominate a nominee for election to the Board or to replace an Investor Company Nominee who has left the Board): (i) As of the Closing Date, Xxxxx Xxxx (or, in the event that Xxxxx Xxxx is unable to serve as the Investor Company Nominee and subject to the standards set forth in paragraph (c) below, such other Investor Company Nominee as Silver Lake shall notify to the Company in writing not less than five business days prior to the Closing Date) shall be appointed to the Board as the initial Investor Company Nominee. Thereafter, Silver Lake shall notify the Company in writing of the identity of the Investor Company Nominee by no later than the same time shareholder proposals are due as set forth in the Company's annual proxy statement filed the year preceding the year of election of Class II members of the Board, which notice shall be conclusive evidence of the consent of the Investor Company Nominee to serve as a director of the Company. In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Company Nominee. The notice shall include all information with respect to the Investor Company Nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act. In the event of any vacancy on the Board arising by reason of the Investor Company Nominee's resignation, death, removal or inability to serve, Silver Lake shall notify the Company of their nominee to fill such vacancy, and, subject to clause (iii) below, the Company shall use its reasonable best efforts to cause the vacancy created thereby to be filled as soon as reasonably possible, and to elect such nominee to serve until the next meeting of the stockholders fo...

Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”). 3.1.1. Both Boards shall consist of Directors representing any of the three Counties of Monterey, Santa Xxxx, or San Xxxxxx that become a signatory to the Agreement, Directors representing any of the Cities or Towns within those counties that becomes a signatory to the Agreement, and Directors representing the Cities of San Xxxx Obispo and Morro Bay (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant. 3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement. 3.1.3. Operations Board Directors must be the senior executive/County Administrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board. Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement. 3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for founding JPA members (i.e. those jurisdictions that pass a CCA ordinance by February 28, 2017) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven- member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for juri...

Boards of Directors. Prior to the Separation Time, the parties hereto shall take all actions necessary so that, effective immediately after the Separation Time, the Boards of Directors of U S WEST and New U S WEST shall be comprised of the individuals so named in the Proxy Statement.

Boards of Directors. (a) The Board of Directors and the Dominick's Board shall each be composed of 11 members (or such lesser number of members as actually shall have been designated by the parties hereto in accordance with the provisions of this Section 5.1). Yucaipa shall be entitled, but not required, to designate 6 members to each such board of directors (collectively, the "Yucaipa Nominees"). Apollo (or any representative thereof designated by Apollo) shall be entitled to designate two members to each such board of directors (collectively, the "Apollo Nominees") and the Independent Nominator shall be entitled to designate one member to each such board of directors (the "Other Nominees" and, together with the Apollo Nominees, the "Investor Nominees"). The remaining two members of each such board of directors shall be selected by the Board of Directors and shall be "independent directors" as required by the rules and regulations of the New York Stock Exchange, Inc. (each, an "Independent Director").

Boards of Directors. At the Closing Date of the Share Exchange, the initial Board of Directors of each of the Company and its Subsidiaries shall initially consist of a minimum of three (3) and a maximum of five (5) persons, all of whom shall be Persons designated by PNG. In addition, as soon as practicable following the Closing Date, two (2) additional persons acceptable to PNG shall be added as independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which PNG trades, including a financial expert).

Boards of Directors. As of the Closing, (i) the authorized size of the Board shall be no less than seven (7) and no more than nine (9), and the Board of Directors shall be comprised of such directors as shall have been designated by the Purchaser and the Shareholders prior to the Closing as contemplated by the Voting Agreement, (ii) the authorized size of the Board of Directors of HK Entity shall be three, and the such Board of Directors shall be comprised of at least two designees of the Purchaser, (iii) the authorized size of the Board of Directors of WFOE shall be three, and such Board of Directors shall be comprised of at least two designees of the Purchaser, (iv) the authorized size of the Board of Directors of Domestic TopCo shall be two, and such Board of Directors shall be comprised of two designees of the Purchaser, and (v) the authorized size of the Board of Directors of Domestic Sub shall be two, and such Board of Directors shall be comprised of two designees of the Purchaser.

Boards of Directors. For so long as CCI shall be the record and beneficial owner of 100% of the Subject Shares of Reorganized GMI (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCI), each Xxxx/Xxxxxx Group Party hereby agrees that he or it will vote all of his or its shares of Stock of the Company and the Corporations, whether now owned or hereafter acquired, in favor of the election as a member of the board of directors of each of the Company and the Corporations (collectively, the “Boards of Directors”) one (1) representative of CCI (the “CCI Board Representative”). In addition to one CCI Board Representative, the Boards of Directors shall permit a second representative of CCI to attend meetings as an invited guest; provided, such Person shall have no right to vote or otherwise participate in meetings. The CCI Board Representative and the invited guest shall be Persons who shall be reasonably acceptable to the Xxxx/Xxxxxx Group Parties; provided, that neither Dr. Luis Xxxxxxx Xxxxxx Xxxxxxx, The Xxxxxx Vector Investment Trust, a California Trust, any executive officer of Penthouse International Inc., a Florida Corporation, nor any of their Affiliates or associates shall serve as the CCI Board Representative, without the prior written approval of Xxxx and Xxxxxx, acting on behalf of the Xxxx/Xxxxxx Group Parties. In the event that the initial CCI Board Representative shall fail or be unable to serve as a member of the Boards of Directors, such vacancy shall be filled solely by another designee of CCI reasonably acceptable to the Xxxx/Xxxxxx Group Parties. At each regular or special meeting of the Shareholders of the Company or any of the Corporations called for the purpose, in whole or in part, to elect directors of any such Corporation, all Shareholders shall vote all of their shares of Stock to implement the provisions of this Section 3.1. It is understood and agreed that the foregoing agreement of the Xxxx/Xxxxxx Group Parties shall terminate upon the sale or transfer of any of their Reorganized GMI Common Stock to any Person who is not an Affiliate of such transferor, but only with respect to the voting of such sold or transferred shares of Reorganized GMI Common Stock. The Company and the Corporations shall, from and after the Effective Date of the Plan: (A) conduct regularly scheduled in-person joint meetings of the Boards of Directors of the Company and the Corporati...

Boards of Directors. At the Effective Time of the Merger, the initial Board of Directors of XXXX shall consist of five (5) Persons, all of whom shall be Persons designated by the ABP Principal Stockholders. In addition, two (2) of such directors shall be independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which XXXX trades, and one of whom shall be a financial expert).

Boards of Directors. The Seller shall have delivered to the Purchaser an original letter of resignation executed by each member of the board of directors of each Group Company who was nominated or appointed by the Seller, whose resignation shall become effective upon the Closing.

Boards of Directors. Zions agrees that: (1) at the Effective Time, the number of directors comprising the Zions Board will be increased by one and the resulting vacancy will be filled by a person currently serving as an independent director of Amegy. At the next annual meeting of the shareholders of Zions, such director will be nominated by the Zions Board for election for a full term as a director of Zions; and (2) Amegy Bank will have a board of directors for at least three years after the Effective Time that would include all of the members who are individuals currently serving on the Amegy Board and include one or two Zions management members; provided, however, that nothing herein shall limit the right of Zions to elect additional directors to such Board or to increase the size of such Board or both.