Composition of the Company Board Sample Clauses

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Company Common Stock in accordance with the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, to (i) the number of newly created directorships if the size of the Company Board is increased pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)) multiplied by the percentage of such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by the LUKOIL Entities of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Time. Upon the written request of Merger Sub, the Company shall, on the date of such request, either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger Sub's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock in accordance with the Offer until the Company Board has been reconstituted in accordance with this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The LUKOIL Entities will supply to the Company in writing and be solely responsible for ...

Composition of the Company Board. Immediately following Completion, the Company Board shall consist of the following six individuals: (a) the Chief Executive Officer and the Vice President, Strategy of the Company (each such individual, and any successor thereto designated in accordance with this Section 4.3, being referred to as a “Company Director”); (b) the Purchaser’s Chief Executive Officer and another individual designated by the Purchaser prior to Completion (each such individual, and any successor thereto designated in accordance with this Section 4.3, being referred to as a “Purchaser Director”); (c) the President of the Company; and (d) a Luxembourg resident director (the “Luxembourg Director”) mutually agreed to by the Company Directors and the Purchaser Directors, with each such individual referred to in clauses “(a)” through “(d)” of this sentence being entitled to serve as a director on the Company Board until such individual’s resignation, removal, incapacity or death. Prior to the end of the Earn Out Period, unless an Intervention Event has occurred, any vacancy on the Company Board created by the resignation, removal, incapacity or death of a director shall be filled: (i) in the case of the resignation, removal, incapacity or death of a Company Director, by an individual designated by the other Company Director (or in the event no Company Directors are in office, by the Earn Out Representative), which individual: (A) was an Earn Out Seller as of the Completion Date or an Affiliate of a person who was an Earn Out Seller as of the Completion Date and continues to be an Earn Out Seller; and (B) if as of the time that such vacancy is filled, there remain Earn Out Sellers who are also officers (or other employees at the level of Vice President or higher) of the Company, is an officer or such other employee; (ii) in the case of the resignation, removal, incapacity or death of a Purchaser Director, an individual designated by the Purchaser; (iii) in the case of the resignation, removal, incapacity or death of the President of the Company, by the individual who is appointed as the successor President of the Company in accordance with Section 4.1(b); and (iv) in the case of the resignation, removal, incapacity or death of the Luxembourg Director, by an individual mutually agreed to by the Company Directors and the Purchaser Directors. If an Intervention Event occurs prior to the end of the Earn Out Period, the Purchaser Directors shall be entitled, at any time following the date of...

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the outstanding shares of Company Common Stock on a fully diluted basis pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Company Common Stock owned in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the number of shares of Company Common Stock outstanding. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board and (ii) cause Parent's designees to be so elected, in each case as may be necessary to comply with the foregoing provisions of this Section 1.4(a). (b) The Company's obligation to cause designees of Merger Sub to be elected or appointed to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.4, and shall include in the Schedule 14D-9 such information with respect to Merger Sub and its designees as is required under Section 14(f) and Rule 14f-1. Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their designees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, the Company Board shall always have at least two members (the "Independent Directors") who are neither officers of Parent nor designees, shareholders or affiliates of Parent or Parent's affiliates. During such period, any (i) amendment or termination of this Agreement, (ii) extension of time for the performance or waiver of the obligations or other acts of...

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than two-thirds of the outstanding shares of Company Common Stock on a fully diluted basis pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company's Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Company Common Stock owned in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the number of shares of Company Common Stock outstanding; provided, however, that until the

Composition of the Company Board. (a) Prior to consummation of the Company's initial Public Offering, the Company Board shall consist of seven directors, of which, subject to Section 6.02(b), each Consenting Stockholder Group shall have the right to designate three individuals to serve as directors and the CEO will serve as the seventh director. Following consummation of the Company's initial Public Offering, each Consenting Stockholder Group shall have the right to designate one individual to serve as a director for each sixteen percent (16%) of the outstanding shares of Series B Stock owned in the aggregate by the members of such Consenting Stockholder Group. In connection with the Company's initial Public Offering, the size of the Company Board shall be increased to nine directors effective as of the consummation of such Public Offering. The two additional directors shall each be a Person who is unaffiliated with the Company or either Consenting Stockholder (the "Independent Directors"). Each Consenting Stockholder ___________ [*] Confidential Treatment Requested. shall be entitled to designate one of the Independent Directors, which designee shall be reasonably satisfactory to the other Consenting Stockholder, for so long as such Consenting Stockholder is entitled to designate at least one director pursuant to Section 6.02(a); provided, however, that under the -------- ------- circumstances described in Section 6.02(b), the two Independent Directors shall be selected by a majority vote of the Company Board. The directors will be divided into three classes as nearly equal in size as practicable, with the term of the Class I Directors expiring at the 1999 annual meeting of stockholders, of the Class II Directors expiring at the 2000 annual meeting and of the Class III Directors expiring at the 2001 annual meeting of stockholders. The designees of each Consenting Stockholder Group will be allocated evenly among the classes so that each such Consenting Stockholder Group has appointed one member of each class. The CEO will be a Class I Director. (b) Notwithstanding Section 6.02(a), in the event of a Change of Control of the Parent of a Consenting Stockholder prior to consummation of the Company's initial Public Offering, the number of individuals that such Consenting Stockholder (the "Changed Stockholder") (and its Consenting Stockholder Group, if applicable) shall be entitled to designate to the Company Board shall be reduced by one and the number of individuals that the other Consenting S...

Composition of the Company Board. Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the outstanding shares of Common Stock on a fully diluted basis (without giving effect to the shares issuable upon the exercise of the Yucaipa Warrant) pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Board of Directors of the Company (the "Company Board"), rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Common Stock owned in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the number of shares of Common Stock outstanding; provided, however, that until the Effective Time there shall be at least one Continuing Director. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board and (ii) cause Parent's designees to be so elected, in each case as may be necessary to comply with the foregoing provisions of this Section 2.4(a).

Composition of the Company Board. (a) The Company Board shall consist of at least three Directors and a maximum number of Directors to be determined by the Controlling Shareholder in its sole discretion, from time to time. (b) Each Qualifying Shareholder shall be entitled to appoint one Director and one observer to the Company Board and the Controlling Shareholder shall be entitled to appoint as many Directors and observers to the Company Board as the Controlling Shareholder deems appropriate in its sole discretion. (c) The Chairperson shall be appointed by the Company Directors nominated by the Controlling Shareholder. (d) Each Shareholder agrees to exercise its voting rights to elect as Company Directors the persons nominated by the Shareholders pursuant to Section 3.1(b). (e) The initial Directors of the Company Board are identified in Exhibit C. (f) Any Company Director or observer of the Company Board or any committee thereof will be removed (with or without cause) from time to time and at any time only upon request by the relevant appointing Shareholder. The Chairperson can only be removed upon the direction of the Controlling Shareholder. (g) The Boards of the Subsidiaries of the Company shall consist of such number of Directors, and shall be subject to such quorum and voting requirements, as the Company may determine from time to time. (h) Each Qualifying Shareholder shall be entitled to appoint a Director and an observer to the Board of any Subsidiary or any committee of the Company Board or the Boards of the Subsidiaries to which the Controlling Shareholder has appointed a Director.

Composition of the Company Board. Effective as of the Closing, the Company, through its Company Board, shall cause to be duly appointed to the Company Board one individual designated prior to the Closing by the Investor (the "Investor -------- Director"), which individual shall be Xxx Xxxxxxxxxx, to serve until the -------- Company's next annual meeting of stockholders. Thereafter, at each election of directors at which the term of the Investor Director will expire, the Company Board shall recommend for election to the Company Board one nominee, and shall use best reasonable efforts to solicit proxies in favor of such nominee consistent with the efforts used to solicit proxies for the other Company Board nominees, which nominee of the Investor will be designated by the Investor and who shall be reasonably acceptable to the Company. Upon the occurrence of a Termination Event, the Investor shall cause the individual it nominated to the Company Board to resign from the Company Board as soon as practicable and the rights granted pursuant to this Section 4 shall terminate. The rights granted pursuant to this Section 4 may not be assigned by the Investor.

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Acquisition in accordance with the Offer for, not less than a majority of the outstanding shares of Company Common Stock pursuant to the Offer, Parent and Acquisition shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Company Common Stock owned in the aggregate by Acquisition and/or Parent, upon such acceptance for payment, bears to the number of shares of Company Common Stock outstanding. Upon the written request of Parent or Acquisition and in the manner as directed in such request, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's and Acquisition's designees to be so elected or appointed to the Company Board (including by nomination and approval by the current Company Board) and (ii) cause Parent's and Acquisition's designees to be so elected or appointed, in each case as may be necessary to

Composition of the Company Board. The Stockholders and the Company shall take all Necessary Action to cause the Company Board to now and hereafter be comprised of seven directors, (A) one of whom shall be the Company Chief Executive Officer, initially Xxxxxx X. Xxxxxxx, or any other person designated by the Company Chief Executive Officer who is an executive officer of the Company, (B) one of whom shall be the AltaGas Chief Executive Officer, initially Xxxxx X. Xxxxxx, or any other person designated by the AltaGas Chief Executive Officer who is an executive officer of AltaGas, (C) four of whom shall be Independent Directors, who shall be designated by AltaGas and who may include up to three Independent Directors serving on the Board of Directors of WGL; and (D) one of whom shall be a director (which may be a non-Independent Director) designated by AltaGas (such director, together with the directors referred to in subclause (C), the “AltaGas Designees”). In the event that a new Company Chief Executive Officer and/or AltaGas Chief Executive Officer is appointed, the Stockholders and the Company shall also take all Necessary Action to cause the new Company Chief Executive Officer (or any other person designated by the Company Chief Executive Officer who is an executive officer of the Company) and/or AltaGas Chief Executive Officer to replace their respective predecessors on the Company Board (or any other person designated by the AltaGas Chief Executive Officer who is an executive officer of AltaGas).