Composition of Board Committees Sample Clauses

Composition of Board Committees. Promptly following the execution and delivery of this Agreement, the Stockholders shall take and shall cause their respective director designees to take all actions necessary and advisable to (i) cause the Executive Committee of the Board (the "Executive Committee") to be comprised of two Brand Directors to be designated from time to time by Brand (one of whom shall be the chairman of the committee) and one Purchaser Director to be designated from time to time by the Purchaser Group; provided, however, that from and after the Option Closing Date, the size of the Executive Committee shall be increased by one and the Purchaser Group shall have the right to designate a second Purchaser Director to be a member of the Executive Committee, and; provided, further, that from and after the Commencement Date, the size of the Executive Committee shall be further increased by one and the permanent Chief Executive Officer of the Company shall become a member of the Executive Committee, ex officio, (ii) cause the Compensation Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group, and (iii) cause the Audit Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group.
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Composition of Board Committees. The Company Group shall, or shall cause each of the persons who it appoints to serve on the Board of Directors of Purchaser upon the Closing, to agree that the composition of the Audit Committee and Compensation Committee of the Purchaser shall include at least one independent director who is appointed to the Board of Directors by Purchaser prior to the Effective Time.
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Composition of Board Committees. After the Xxxxxx Directors have been elected to the Board of Directors, the membership of each Committee of the Board of Directors shall be considered vacant until the Incumbent Directors and the Xxxxxx Directors designate members of each Committee pursuant to this subsection 2(g). Notwithstanding any provisions of the By-Laws of the Company to the contrary, each Committee of the Board of Directors shall at all times be composed of an equal number of Incumbent Directors and Xxxxxx Directors. Each Director chosen to serve on a Committee shall have the independence and qualifications required by the By-Laws and applicable laws and regulations.
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Composition of Board Committees. The Company agrees to cause the Board to establish or maintain a Compensation Committee and an Audit Committee. The Compensation Committee shall consist of four (4) individuals and the Audit Committee shall consist of three (3) individuals. Each of Crystal Internet Ventures, including Crystal Internet Venture Fund II (BVI), L.P. and Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. (collectively, “Crystal”), Advantage Capital New York Partners I, L.P. (“Advantage”) and Pacven Xxxxxx Ventures IV, L.P. (“Xxxxxx”) shall be entitled to nominate at least one (1) representative to each such committee. North Atlantic Venture Fund III and North Atlantic SBIC IV, L.P. (collectively, “North Atlantic”) shall be entitled to nominate at least one (1) representative to the Compensation Committee. The right of Crystal, Advantage and Xxxxxx, respectively, to nominate designees to the Compensation and Audit Committees and the right of North Atlantic to nominate a designee to the Compensation Committee shall terminate upon the earlier of (i) the date on which Crystal, Advantage, Xxxxxx or North Atlantic, as applicable, does not hold at least fifteen percent (15%) of the shares of Common Stock initially issued to such Investor (including those shares of Common Stock issued or issuable upon conversion of the Preferred Stock) or (ii) approval by the Board of a transaction constituting a Liquidation Event.
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Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P. shall be entitled to nominate at least one (1) representative to each such committee.
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Composition of Board Committees. Each of the Compensation Committee and the Audit Committee shall be comprised of one member of management who is also a director, one of the Investors' Nominees, and one Independent Director.
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Composition of Board Committees. The Company agrees to cause the Board of Directors to establish or maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall serve as the administering committee under the Option Plans and any future stock option plans) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). The Compensation Committee shall be comprised of independent directors, one of whom shall be nominated by the MSVP Investors and one of whom shall be nominated by the J.H. Xxxxxxx Xxxestors (collectively, the "Investor Nominees"). The MSVP Investors' and the J.H. Xxxxxxx Xxxestors' respective right to nominate a member of the Compensation Committee shall terminate upon the earlier of (i) the date on which the Investors do not hold at least fifty percent (50%) of the shares of Common Stock issued to the Investors under the Purchase Agreement (including those shares of Common Stock issued or issuable upon conversion of the Series B Convertible Preferred Stock) or (ii) consummation of a merger, acquisition or sale of all or substantially all of the assets of the Corporation which has been approved by the Board of Directors unless the Corporation's stockholders of record as constituted immediately prior to such merger, acquisition or sale will, immediately after such merger, acquisition or sale (by virtue of securities issued as
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Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Each of Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P., Commonwealth Capital Ventures II L.P. and Greylock XII Limited Partnership shall be entitled to nominate at least one (1) representative to each such committee and to any other committee formed by the Company.
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Related to Composition of Board Committees

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Xxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Committees 1. The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods. 3. Except as otherwise provided in this Agreement, the Committees shall convene in regular session once a year at the same time the Free Trade Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting. The sessions may be held by any technological means available to the Parties. 4. When necessary, the Committees created hereby shall consult with such other Committees as needed to address the issues they handle.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Committee Composition The Redeployment Committee shall be comprised of equal numbers of representatives of the Hospital and of the Union. The number of representatives will be determined locally. Where for the purposes of HTAP (the Ontario Hospital Training and Adjustment Panel) there is another hospital-wide staffing and redeployment committee created or in existence, Union members of the Redeployment Committee shall serve on any such hospital-wide staffing committee established with the same or similar terms of reference, and the number of Union members on such committee will be proportionate to the number of its bargaining unit members at the particular Hospital in relation to other staff groups. Meetings of the Redeployment Committee shall be held during normal working hours. Time spent attending such meetings shall be deemed to be work time for which the representative(s) shall be paid by the Hospital at his or her regular or premium rate as may be applicable. Each party shall appoint a co-chair for the Redeployment Committee. Co-chairs shall chair alternative meetings of the Committee and will be jointly responsible for establishing the agenda of the Committee meetings, preparing minutes and writing such correspondence as the Committee may direct.

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