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 Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.
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. Promptly upon the acceptance for payment of, and payment by Sub in accordance with the Offer for, any shares of Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and the Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Company's Board of Directors (including to cause directors to resign). Subject to applicable law, the Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9, so long as Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees. In furtherance thereof, the Company will increase the size of the Company's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Company's Board of Directors.
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 - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx
(ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx
(iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx
(c) From and after the date hereof, Directors shall be nominated 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 Xxxxxxxxxxx Xxxxx is TTC's initial designee as set forth in clause (b) above);
(ii) TFP shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Xxxxx Tanning is TFP's initial designee as set forth in clause (b) above);
(iii) WinSoft shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Xxxxx Xxxxxxx is WinSoft's initial designee as set forth in clause (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 fr...
Composition of the Board of Directors. The composition of the Board of Directors will be as follows:
(a) Immediately after the Closing Date, (i) the By-Laws shall be amended to provide that the authorized number of directors comprising the Board of Directors shall be eleven Directors and (ii) Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx shall be elected to the Board of Directors. As of the date of this Agreement, the Company represents and warrants that the Board of Directors has determined that both Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx qualify as Independent Directors.
(b) Immediately after the Closing Date, the Board of Directors shall be composed of eleven Directors, and, subject to any additional requirements provided for in the Charter or the By-Laws, the number of such Directors may not be (i) increased without the consent of Stockholder (except in accordance with Section 15(d) of the Convertible Preferred Articles Supplementary) and that number of directors that is at least 66.67% of the total number of directorships (including vacancies) or (ii) decreased without the approval of that number of directors that is at least 66.67% of the total number of directorships (including vacancies); provided, however, that any decrease in the number of directorships that has the effect of reducing the number of Directors that Stockholder is entitled to nominate hereunder shall require the consent of Stockholder.
(c) From and after the Closing Date (without duplication of Stockholder’s rights to elect a Stockholder Director pursuant to Section 15(b) of the Convertible Preferred Articles Supplementary), so long as the Stockholder Percentage Interest has been continuously since the Closing Date 10% or more, then the manner of selecting members of the Board of Directors will be as follows:
(i) Stockholder will have the right to designate for nomination (it being understood that such nomination will include any nomination of any incumbent Stockholder Director for reelection to the Board of Directors) to the Board of Directors (A) two Directors (at least one of whom would qualify as an Independent Director) at any time the Stockholder Percentage Interest is and has been continuously since the Closing Date, at least 20% or (B) one Director (who would qualify as an Independent Director) at any time the Stockholder Percentage Interest is less than 20% and has been continuously since the Closing Date at least 10% (each such designee, a “Stockholder Nominee”). Each Stockholder Nominee will be nominated and recommen...
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.
