Composition of Board of Directors. (a) Effective at the Closing Date, there shall be six (6) vacancies on the Board of Directors by: (i) an increase in the Board of Directors to include eight (8) members and (ii)director resignations from Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxx and Xxxxx Xxxxxx. Effective at the Closing Date, the Board of Directors shall elect three individuals designated by Edwardstone and three individuals designated by Midmark to fill the six vacancies created in accordance with subsections (i) and (ii) of this Section 2.01(a), to serve from the Closing Date until the end of their respective terms.
(b) Thereafter, each of the Investors agrees to vote its shares of Voting Securities to maintain an eight-member Board of Directors and to take such action as may be necessary to cause the Board of Directors to nominate and recommend to the stockholders of the Company as the proposed members of the Board of Directors at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, three individuals designated by Edwardstone, three individuals designated by MidMark, and Xxx Xxxx and Xxxxxx Xxxxx. Each Investor agrees to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote its shares of Voting Securities, either in person or by proxy, at any such meeting of stockholders called for the purpose of voting on the election of directors or by any consensual action with respect to the election of directors, in favor of the election of the directors nominated in accordance with this paragraph.
(c) Notwithstanding the foregoing, each Investor shall cease to have the right to designate, or cause the nomination or election of, (i) more than two members of the Board of Directors from and after such date as such Investor beneficially owns Outstanding Voting Securities representing less than 10% of the Voting Power of all Outstanding Voting Securities or (ii) any member of the Board of Directors from and after such date as the Investor beneficially owns Outstanding Voting Securities representing less than 5% of the Voting Power of all Outstanding Voting Securities. The obligation of each Investor to vote its Voting Securities in accordance with this Section 2.01 and the obligation of the Board of Directors hereunder to nominate for election as directors individuals designated by the other Investor shall be subject to the foregoing limitation. The obligation of the Bo...
Composition of Board of Directors. The Fire Department agrees that as long as this Agreement or subsequent renewals of an existing Agreement are in effect, the following restrictions shall apply to the Board of Directors:
13.1 If the fire chief of the Department serves as a member of the Department’s Board of Directors, that fire chief shall serve as an ex officio member, without vote, of the Department’s Board of Directors.
13.2 No compensated current employee of the Fire Department shall serve as a member of the Department’s Board of Directors. “Compensated current employee” shall be defined as a current employee of the Fire Department paid a salary or hourly wage for services provided to the Fire Department. This shall not include volunteers who receive stipends or reimbursements; or employees paid an hourly wage pursuant to any contract with a duration of less than thirty (30) days per calendar year.
Composition of Board of Directors. (a) The individuals listed on Exhibit 2.01 hereto shall, for purposes of this Agreement, constitute the Independent Directors immediately after the consummation of the Stock Purchase (the "Closing").
(b) Following the Closing, and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancy, as the case may be, shall be determined by a Majority Vote.
(c) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.
Composition of Board of Directors. (1) Subject to paragraph (2) of this article and paragraph (1) of article 14 the Board shall consist of seven directors as follows—
(a) one director appointed by the Class A shareholder;
(b) one director appointed by the Class B shareholder;
(c) two directors appointed by the Class C shareholder;
(d) one director appointed by the Class D shareholder;
(e) one director appointed by the Class E shareholder; and
(f) one director appointed by the Class F shareholder.
(2) Where the International Finance Corporation ceases to be a shareholder the Board shall consist of six directors as set out at subparagraphs (a) to (d) and (f) of paragraph (1) of this article.
Composition of Board of Directors. The Shareholders agree that in any election of directors of the Company, they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprising eight directors designated as follows:
(a) three directors (each a "Series A Director") shall be designated by the holders of a majority of the Series A Underlying Common Stock; provided, that Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common Stock, and the remaining Series A Director shall be designated by the holders of a majority of the Series A Underlying Common Stock;
(b) one director (the "Series B Director") shall be designated by the holders of a majority of the Preferred B Warrant Shares; provided, that Austin Ventures V will designate the Series B Director for so long as Austin Ventures V holds any Preferred B Warrants or Preferred B Warrant Shares;
(c) one director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock;
(d) one director (the "Series D Director" and, together with the Series A Directors, the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred Stock; provided, that ABRY will designate the Series D Director for so long as ABRY holds any Series D Underlying Common Stock;
(e) one director (the "President Director") shall be Xxxxx X. Xxxx ("Xxxx"), for so long as Hull is employed by the Company and, thereafter, one director shall be designated by the President of the Company; and
(f) one director shall be designated by the holders of the Mezzanine Warrants (the "Warrant Director"), as provided in Section 7.01(n) of the Note Agreement.
Composition of Board of Directors. (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------
(b) After the time that Purchaser's designees constitute at least a majority of ...
Composition of Board of Directors. Effective at the Effective Time, there shall be at least one vacancy on the Board of Directors either by (i) an increase in the Board of Directors in accordance with the terms of the Company's Certificate of Incorporation and Bylaws or (ii) director resignations. Effective at the Effective Time, the Board of Directors shall elect one designee of the Restricted Group to fill one vacancy on the Board of Directors created in accordance with the preceding sentence, to serve from the Effective Time until the end of his or her term.
Composition of Board of Directors. The Board shall be established and organized as provided in Section 8 of the Contract. As provided in the Contract, the members of the Board shall serve without compensation. Necessary and authorized expenses incurred by members on behalf of the District shall be reimbursed from District funds in accordance with procedures established in Section 6 hereof.
Composition of Board of Directors. The Board shall consist of five (5) Directors and the initial composition of the Board shall consist of the following Directors:
(i) Xxxxxxxxx Xxxxxxxx, as Chairman
(ii) Xxxx Xxxx
(iii) Up to three (3) directors elected by Shareholders.
Composition of Board of Directors. (a) The Shareholders agree that, effective as of the date hereof, the Board of Directors of the Company (the “Board of Directors”) shall consist of eleven (11) members (each, a “Director”) and shall have the following composition: six (6) Directors elected from candidates nominated by CIASA (“CIASA Directors”); two (2) Directors elected from candidates nominated by Continental (“Continental Directors”); and three
