Chairman of the Company. For so long as he is willing and able to serve as the Chairman of the Company, Warburg and H&F agree to take such actions as may be necessary to cause Robert Clements to be duly elected as Chairman of the Company.
Chairman of the Company. The chairman of the board of Directors shall be Xxx X. Xxxxxx, Xx. or such other person as the Directors of the Company nominated by CCIC shall determine and any such other person shall be such person as shall have been approved by a Special Majority Vote of the Board of CCIC. Such other person appointed pursuant to this clause 3.4(c) shall be nominated by written notice to each Shareholder together with a certified copy of the Special Majority Vote of the
Chairman of the Company s Board of Directors. TOI will provide the services of its President, Xxxxxxxxxxx Stengos, to act as Chairman of the Company's board of directors (the "Board of Directors"). The Chairman will be the highest-ranking member of the Board of Directors. His primary responsibility will be to lead the Board of Directors in fulfilling its primary mission of advancing the long-term successful performance of the Company in fulfilling its fiduciary duty to the Company's stockholders. The Chairman will also act as a liaison between the Company's Chief Executive Officer and the other members of the Board of Directors as to matters that may arise from time to time about which the Chief Executive Officer may request advice or consultation. In this capacity, the Chairman will remain in regular contact with the Chief Executive Officer and other members of the Board of Directors, particularly the outside/independent members, as to matters of interest. The Chairman will also be responsible for calling and presiding over all meetings of the Board of Directors and Stockholders and proposing the agenda for such meetings.
Chairman of the Company. Subject to the provisions of this Company Agreement, the Chairman of the Company shall preside, when present, at all meetings of Members and at all meetings of the managers. He shall see that all orders and resolutions of the Manager and the Members are carried into effect. The Chairman shall be the Chief Executive Officer of the Company and, subject to the provisions of this Company Agreement and the directives of the Manager, shall have the general supervision of the affairs of the Company and shall have general and active control of all of its business. He shall have general authority to execute bonds, deeds, and contracts in the name of the Company and affix the Company seal thereto; to sign Membership Interest certificates; to cause the employment or appointment of such employees and agents of the Company as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of this Company Agreement; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the Chairman; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in this Company Agreement.
