Composition of the Board Clause Samples
POPULAR SAMPLE Copied 4 times
Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee).
(b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwis...
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.
Composition of the Board. (a) From and after the date hereof, (i) for so long as the Crestview Entities collectively own at least 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Board.
(b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority to vote, or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.
Composition of the Board. (a) In the event that the Initial Period is terminated, the Board shall consist of seven directors (“Directors”). The Shareholders shall be entitled to nominate individuals as Directors on the following basis: (i) four Directors shall be nominated by NewCo and (ii) two Directors shall be nominated by MDZ. The seventh Director shall be an independent Director who has no direct or indirect material relationship to the Company, the Shareholders or any of their Affiliates and, if applicable, who otherwise satisfies the applicable requirements of NASDAQ (or such other exchange on which the Shares may be listed) and applicable securities laws for independence (the “Independent Director”). The initial Independent Director shall be nominated by the mutual agreement of NewCo and MDZ. One of the Directors shall serve as the Chairman of the Board, and the Chairman shall be appointed by Majority Board Approval. NewCo may also designate alternate directors to serve in lieu of the Directors nominated by NewCo and MDZ may also designate alternate directors to serve in lieu of the Directors nominated by MDZ.
(b) A nomination by a Shareholder of a Director or an alternate director for the purposes of Section 2.02(a) of this Agreement shall be made by service of a notice in writing of that nomination on the Company and the other Shareholders and, if required by applicable law, with the formalization of such nomination through the corresponding resolution of Shareholders.
(c) Promptly upon the request of NewCo or MDZ to cause the election of one or more Directors or alternate directors nominated or designated by such party pursuant to this Section 2.02 or 2.04 of this Agreement, each of the Shareholders shall promptly take such action as shall be reasonably requested to sign a written consent of Shareholders and/or attend a Shareholders Meeting and vote affirmatively for the Director or Directors or alternate directors to be appointed so as to effectuate as soon as possible an election of the nominated or designated Director or Directors or alternate directors.
(d) In the event the Company is required to increase the size of the Board beyond seven Directors, including without limitation in connection with the requirements of NASDAQ or any other exchange on which the Shares are listed to add one or more additional independent Directors, then the Shareholders agree to take all actions and vote as necessary (i) to amend the MAA to reflect such increase to the Board, (ii) to ens...
Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so that:
(i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter;
(ii) the following persons shall be elected to the Board:
(a) Five persons designated by the holders of a majority of the Class B Common Stock then outstanding, four of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”);
(b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and
(c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”);
(iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority of the Class B Common Stock outstanding at such time, wh...
Composition of the Board. (i) At each meeting of the Company’s shareholders at which an election of Directors to the Board occurs, the Holder shall be entitled to nominate one (1) Executive Holder Designee and two (2) Independent Holder Designees; provided that each Independent Holder Designee (1) shall qualify as an independent director pursuant to the rules of Nasdaq and any other applicable securities exchange on which the Common Shares are then listed and applicable rules of the SEC and (2) would reasonably be expected to be determined to be suitable to serve as a director of the Company by the Company's Insurance Regulators; provided that any such individual shall be presumed to be so suitable, unless at any time within the past five (5) years such individual has been formally determined not to be suitable to serve as a director of a United States or Bermuda insurance company by the applicable Insurance Regulator regulating such company’s insurance operations. The Company shall, with respect to each Holder Designee that the Holder is entitled to nominate under this Section 17(b)(i) (but subject to 17(b)(v) below), (A) ensure that each Holder Designee is proposed to serve as a Director at each annual or special meeting of the Company at which Directors are to be elected and include each such Holder Designee in the Company’s slate of director nominees, (B) recommend that the Company’s shareholders elect each such Holder Designee, and include such recommendation in the Company’s proxy statement in respect of such annual or special meeting of the Company at which Directors are to be elected and (C) use reasonable best efforts to take all other necessary and appropriate actions to cause the election of each such Holder Designee nominated by such ▇▇▇▇▇▇.
(ii) Upon the resignation, retirement or other removal of any Holder Designee, Holder shall be entitled, subject to Section 17(b)(v) below, to designate a replacement Holder Designee to become a Director; provided that any replacement designated to replace any Independent Holder Designee (1) shall qualify as an independent director pursuant to the rules of Nasdaq and any other applicable securities exchange on which the Common Shares are then listed and applicable rules of the SEC and (2) would reasonably be expected to be determined to be suitable to serve as a director of the Company by the Company's Insurance Regulators; provided that any such individual shall be presumed to be so suitable, unless at any time within the past five...
Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 8 cease to be effective, each holder of Stockholder Shares shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such holder of Stockholder Shares has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Company, by written consent) and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:
(i) the authorized number of directors on the Company’s Board shall be established at seven (7) directors;
(ii) the following persons shall be elected to the Board:
(a) two (2) persons designated by Indigo Florida, who initially shall be ▇▇. ▇▇▇▇▇▇▇ ▇. Johnson and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(b) two (2) persons designated by Indigo Miramar, each of whom shall be a COUS and who initially shall be ▇▇. ▇▇▇▇▇▇▇ ▇. Franke and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ III (collectively, with the designees set forth in subsection (a) above, the “Indigo Investor Directors” and each, individually, an “Indigo Investor Director”);
(c) one (1) person designated by POF II and one (1) person designated by POF III (collectively, the “Existing Investor Directors” and each, individually, an “Existing Investor Director”), each of whom shall be a COUS and who shall initially be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (designated by POF II) and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ (designated by POF III); and
(d) the then-current CEO of the Company, who shall be a COUS and shall initially be ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “CEO Director”).
(iii) the Indigo Miramar Directors shall be entitled to designate the Chairman of the Board;
(iv) except to the extent otherwise requested in writing by the Majority Existing Investor Holders(s), each committee of the Board shall contain at least one (1) Existing Investor Director;
(v) unless composed solely of employees of the Company, the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be the same a...
Composition of the Board. (a) For so long as the Principal Stockholder (as defined below) beneficially owns (as defined below):
(i) at least 40.0% of the issued and outstanding shares of Common Stock, the Principal Stockholder shall have the right, but not the obligation, to nominate to the Board a number of Directors (as defined below) (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by 50.1%; and
(ii) at least 10.0%, but less than 40.0%, of the issued and outstanding shares of Common Stock, the Principal Stockholder shall have the right, but not the obligation, to nominate to the Board a number of Directors (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by such percentage of the issued and outstanding shares of Common Stock beneficially owned by the Principal Stockholder.
(b) The Corporation agrees, to the fullest extent permitted by applicable law and the listing standards of the stock exchange on which the Common Stock is then listed (the “Applicable Exchange Listing Standards”), to take all necessary and desirable actions to (i) include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to Section 1.01(a) (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified), (ii) nominate and recommend each such individual to be elected as a Director as provided herein, (iii) solicit proxies or consents, as the case may be, in favor thereof and (iv) make, or cause to be made, with applicable government, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. The Corporation shall be entitled, solely for the purposes set forth in Section 1.01(a), to identify each such individual as a BDT Director pursuant to this Agreement. In the event that the Principal Stockholder has nominated fewer than the total number of designees the Principal Stockholder is entitled to nominate pursuant to Section 1.01(a), the Principal Stockholder shall have the right, at any time, to nominate such additional designees to which the Principal Stockholder is entitled, in which case the Corporation and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable law,...
Composition of the Board. (a) Until the Substantial Ownership Requirement is no longer met, the Holders holding a majority of the shares of Class B Common Stock held by the Holders may, by means of a written resolution or consent in lieu thereof, designate the nominees for a majority of the members of the Board of Directors, including the Chair of the Board of Directors.
Composition of the Board. (a) The members of the Board shall be nominated and elected in accordance with the Governing Documents and the provisions of this Agreement. Effective as of the IPO Date, the Board shall be comprised of seven Directors, which Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this Agreement. The Chairman of the Board shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇.
(b) From and after the date hereof, the Stockholder shall have the right, but not the obligation, to nominate a number of designees to the Board, equal to: (i) the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 50% of all Shares (as determined on a Common Equivalents basis); (ii) the highest whole number that is greater than 50% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40% (but less than 50%) of all Shares (as determined on a Common Equivalents basis); (iii) the highest whole number that is greater than 40% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues to be at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than 25% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of all Shares (as determined on a Common Equivalents basis). In the event that the Stockholder has nominated less than the total number of designees the Stockholder is entitled to nominate pursuant to this Section 2.01(b), the Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Stockholder and the Company...