Composition of the Board of Directors Sample Clauses

Composition of the Board of Directors. (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Wal...

Composition of the Board of Directors. (a) The by-laws of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining d...

Composition of the Board of Directors. Each Shareholder shall vote all Shares owned or controlled by it and shall take all necessary action within its control, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows: (a) From and after the Closing Date, the Board of Directors shall be comprised of four persons, two of whom shall be designated by LCE and two of whom shall be designated by Mediaplex. All such designations shall be notified in writing to the Company, which shall notify all of the Shareholders. (b) Each Shareholder shall have the right by notice in writing to the Company to require the Board of Directors to call a shareholder meeting (i) to remove, with or without cause, any Director designated by such shareholder pursuant to this Section 6.2 and (ii) to designate any replacement for a Director designated by such shareholder pursuant to this Section 6.2, upon the death, resignation, retirement, disqualification or removal from office of such Director; provided, however, that the Shareholder proposing to remove any Director it has designated shall be responsible for any claims, actions, losses, expenses or damage arising out of or in relation to such removal and shall indemnify and hold harmless the other Shareholder and the Company from any claim, actions, losses, expenses or damages arising out of or in relation to such removal. (c) At all meetings of the Board of Directors, a quorum shall consist of not less than three Directors provided that such quorum consists of at least one Director designated by LCE and one Director designated by Mediaplex. Written notice shall be duly given to each Director at least fifteen (15) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the meeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the Board of Directors shall be determined by the vote of a simple majority (i.e., greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by LCE and one Director designated by Mediaplex. Directors shall be entitled to participate at meetings of the Board of Directors telephonically in the event telephonic participation becomes permissible under the law of the Republic of Korea. (d) Board of Directors meetings shall be held no less freque...

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective Time, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the ...

Composition of the Board of Directors. Prior to any Initial Public Offering of the Company, the number of Directors constituting the Board shall be five (5). Each Shareholder shall vote its Shares at any shareholders meeting called for the purpose of electing Directors or in any written consent of Shareholders executed for such purpose to elect, and shall take all other actions necessary or required to ensure the election to the Board of, (i) one (1) nominee of Superway Enterprises (the “Superway Enterprises Director”); (ii) two (2) nominees of Crescent Jade (each, a “Crescent Jade Director”), one of the Crescent Jade Directors is referred to as the “CJ Director,” and the other Crescent Jade Director is referred to as the “Common Director” provided that (A) the CJ Director and the Common Director shall be deemed to be the Crescent Jade Directors designated by Crescent Jade for all purposes of this Agreement, (B) the nomination of the Common Director shall be subject to the prior written consent of Solid Gain, (C) the nomination of a replacement for the Common Director shall be subject to the prior written consent of Solid Gain and (D) Crescent Jade may, at its discretion and subject to the prior written consent of Solid Gain, assign, in part or in whole, its right to nominate the Common Director; (iii) one (1) nominee of the BVI Companies (the “BVI Companies Director”) and (iv) one (1) nominee of MCO2 (the “MCO2 Director”). The Chairman of the Board shall be selected by the approval of a supermajority of at least four-fifths of the Directors from among the Crescent Jade Directors, the Superway Enterprises Director and the BVI Companies Director. At the time of any Initial Public Offering of the Company, the number of Directors constituting the Board shall be seven (7). Two (2) of these Directors shall be independent Directors, as defined under the rules of the applicable stock exchange and applicable laws and regulations. Any Director may bring a translator to any Board meeting so long as the translator is bound by a confidentiality agreement satisfactory to the Company.

Composition of the Board of Directors. (a) On and after the date hereof, the Board of Directors shall initially be comprised of seven Directors [,subject to expansion after the date hereof by action of the Board of Directors]. (b) The Shareholders acknowledge that Article VII of the Company's Certificate of Incorporation provides for staggered terms of the Directors, with Directors serving in Class I, Class II, or Class III. The Shareholders agree that until the first annual meeting of shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Toni Hippeli and Michael Shanahan (ii) Class II - Christoxxxx Xxxxx xnd Joxxxx Xxxxxxx (iii) Class III - Larxx Xxxxxxx, Xxxxx Agarxxx xxx Xxxxx Skelsey (c) From and aftxx xxe date herxxx, Xxxxxxxxs shaxx xx xxxxxxxed as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) TTC shall have the right to designate one Director in Class II of the Board of Directors (it being understood that Christopher Mahan is TTC's initial designee as set foxxx xx xxxxxx (x) above); (ii) TFP shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Larry Tanning is TFP's initial designee as set forth xx xxause (b) above); (iii) WinSoft shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Bipin Agarwal is WinSoft's initial designee as set foxxx xx xxxxxx (b) above); (d) If there are insufficient vacancies in a particular class of directors, the available positions shall be allocated first to the nominee of TTC (as to Class II only), second to the nominee of TFP, and third to the nominee of WinSoft (it being understood that each of TTC, TFP and WinSoft shall not have the right to have more than one nominee on the Board of Directors at any time). (e) Each of TTC, TFP and WinSoft, respectively, shall have the right (i) to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by each of TTC, TFP or Winsoft, respectively, and (ii) to designate any replacement for a Director nominated in accordance with this Section 3.2 by TTC, TFP or Winsoft, respectively, (including the initial designees during the period prior to the first annual meeting of shareholders following the date hereof) upon the death, resignation, retirement, disqualification or removal from office of such Director. The Boar...

Composition of the Board of Directors. (i) The Medicor Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, (ii) the ERI Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary actions within their control and (iii) the Belfer Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, in each case, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows: (a) The Board of Directors shall be comprised of eleven (11) Directors (two of whom shall be Independent Directors) divided into three classes, with Directors in each class having a three-year term following a transition period in which the initial Class 1 Directors serve a one-year term, the initial Class 2 Directors serve a two-year term and the initial Class 3 Directors serve a three-year term. Medicor and ERI shall each have the right to nominate one (1) Director to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the Belfer Group shall have the right to nominate one (1) Director to Class 3 and one (1) Director to Class 1; provided, that the existing membership of the Board of Directors and the class to which each director nominee belongs shall not be affected by the execution of this Agreement. Each of Medicor, ERI and the Belfer Group, respectively, shall have the right: (i) subject to applicable law, including Nevada Revised Statutes 78.335(1) requiring a vote of not less than two-thirds of the issued and outstanding voting power to remove an incumbent director, to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by Medicor, ERI or the Belfer Group, respectively, and each of the Medicor Parties, the ERI Parties and the Belfer Parties shall vote their Shares in furtherance of this provision; and (ii) to nominate any replacement for a Director nominated in accordance with this Section 3.2 by Medicor, ERI or the Belfer Group, respectively, upon the death, resignation, retirement, disqualification or removal from office of such Director. The Board of Directors shall duly appoint as a Director each person so nominated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing: (i) if either the Medicor Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then Medicor o...

Composition of the Board of Directors. The Company shall be managed by the Board of Directors and by the Management. The Board of Directors of the Company shall consist of 10 (ten) members and their respective alternates, at least two of them qualified as Independent Directors, with a unified term of 2 (two) years, elected by the General Meeting of the Company, reelection to be allowed. The Directors shall hold office until the election and investiture of their alternates, except in case of resignation during the term of office.

Composition of the Board of Directors. (i) Each of the four directors to be elected by the holders of Preferred Stock and Common Stock, voting as a single class shall be an individual nominated by a majority of the members of the serving Board of Directors. (ii) Each of the three directors to be elected by the holders of Common Stock (“Common Stock Designees") shall be individuals who are nominated by the Holders of at least fifty percent (50%) of the voting power of the total number of then outstanding Common Stock of the Company (the “Majority of Common”), considered for the purposes of this Section 4.2(ii) as one group. (iii) Any director may be removed by an affirmative vote of the stockholders who appointed such director, providing that the respective stockholders, voting separately as a class, shall vote for the removal of any such director, only upon the written request of the entities or individuals that appointed such director. (iv) If any vacancy occurs on the Board of Directors because of death, retirement, removal or resignation of a director, the person or entity that appointed such director shall designate a successor, and the respective stockholders, voting separately as a class, shall vote their securities of the Company in favor of the election of such successor to the Board of Directors, subject to the provisions of this Section 4.2. (v) The Company shall execute an indemnity letter agreement with each director serving on the Board of Directors, in the form to be approved by counsel for the Investors. (vi) Within thirty (30) days of the Closing, the Company shall obtain and maintain Directors and Officers Insurance, in an amount to be determined by the Board of Directors and approved by the Lead Investor.

Composition of the Board of Directors. 1. The Board of Directors will be composed of a minimum of twelve (12) and a maximum of twenty-two (22) members whose appointment, re-election, ratification or dismissal will correspond to the General Meeting, notwithstanding the covering of vacancies by the Board of Directors by means of co-option and of the system of proportional representation that corresponds to the shareholders in the terms established in Law. 2. The General Shareholders' Meeting is responsible for establishing the number of Directors. 3. It is not necessary for Directors to be shareholders of the Company. 4. The Company Board of Directors should be formed by persons that meet the necessary suitability requirements to develop their position. Particularly, they should have recognized commercial and professional honour, have adequate knowledge and experience to perform their functions and be ready to exercise good governance of the Company, in the terms established in Law. 5. Likewise, the general composition of the Board of Directors as a body should gather sufficient knowledge, powers and experience in governing credit entities to adequately understand the Company activities, including its main risks and assure the effective capacity of the Board of Directors to take independently and anonymously decisions in benefit of the Company. No shareholder shall be represented in the Board of Directors by a number of proprietary directors that exceeds forty percent of the total number of members of the Board of Directors, notwithstanding the proportional representation right to which the shareholders are entitled to in the terms set forth in the Law. 6. The Directors will be qualified in accordance with the regulations in force.