Constitution of the Board. Within two (2) Business Days following the execution of this Agreement by all parties hereto, the Board, at a meeting duly called, will adopt a resolution, in accordance with the Company’s Bylaws, to increase the size of the Board from seven (7) directors to eight (8) directors, and will fill the newly created vacancy on the Board to add the Investor Designee to the Board. The Nominating and Corporate Governance Committee of the Board (the “NCG Committee”) has previously determined that the following directors will be among the directors standing for re-election at the 2016 Annual Meeting: Xxxxxx X. Xxxxxx, Xxx Xxxxxxx and Xxxxx X. Xxxxxxxx (the “Incumbent Directors”). The NCG Committee and the Board, at a meeting duly called, will take all necessary action (a) to nominate a slate of director nominees, consisting of the Investor Designee, the Incumbent Directors, two of the other current Board members to be chosen by the NCG Committee, and the Independent Director (as defined below), if such individual is agreed upon pursuant to the terms of this Agreement prior to the filing of the Company’s proxy statement for the 2016 Annual Meeting (the “Company Slate”), to serve as directors of the Company until the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”); (b) to reduce the size of the Board to seven (7) directors in accordance with the Company’s Bylaws (or subject to clause (2)(a) below to six (6) directors if the Independent Director is not approved prior to the filing of the proxy statement for the 2016 Annual Meeting), to be effective as of the 2016 Annual Meeting; and (c) to retain a nationally recognized recruiting firm to assist the NCG Committee in locating a qualified independent director with relevant industry and public company experience to join the Company’s Board of Directors (the “Independent Director”). The Independent Director shall be selected by the NCG Committee subject to the approval of a majority of the members of the Company Slate then serving on the Board. Within two (2) business days after the approval of the Independent Director, the Board shall promptly thereafter adopt a resolution to increase the size of the Board to seven (7) directors and to appoint the Independent Director to the Board to fill the vacancy thereon. The Investor Designee shall have the right to attend, as an ex-officio member, the NCG Committee meetings at which the selection of the Independent Director is discussed and approved. Upon the appointm...
Constitution of the Board. The Licensee shall appoint one nominee of the Licensor as a member of its Board of Directors, without prejudice to any other rights the Licensor may otherwise have under any other agreement between the Licensor and the Licensee.
Constitution of the Board. 4.1 The Board shall consist of a Chairperson, a Deputy Chairperson and three additional Permanent Members. Each Member State shall nominate persons to serve as a Permanent and an Alternate Member and the Council shall appoint one (1) nominee from each Member State to serve on the Board as a Permanent Member and 1 (one) nomi- nee from each Member State to serve the Board as an Alternate Member.
Constitution of the Board. (a) The Board shall consist of no more than nine members nor less than two members who shall hold office pursuant to the provisions hereof:
Constitution of the Board. 3.9.1.1 The Board shall at all times consist of three (3) Directors.
Constitution of the Board. The board comprises seven directors, four of whom are appointed by the Company and the other three are appointed by Sichuan Provincial Investment Group. The chairman of the board of directors shall be appointed by the Company and shall not have any casting vote.
Constitution of the Board. Promptly upon the Effective Date , provided the Minimum Condition shall have been satisfied (and not waived), and from time to time thereafter, the Offeror shall be entitled to designate all of the directors of the Board of Directors, and any committees thereof, and the Corporation shall not frustrate the Offeror’s attempts to do so, and covenants to cooperate with the Offeror, subject to applicable Laws, to obtain the resignation of any then incumbent directors effective on the date specified by the Offeror and facilitate the Offeror’s designees to be elected or appointed to the Board of Directors without the necessity of calling a meeting of Shareholders.
Constitution of the Board. 26.1 The Board shall consist of seven (7) directors, of which, there will be one (1) chairman and one (1) deputy chairman.
Constitution of the Board. (a) Subject to the provisions of the Act and the provisions of sub-clause (b) of this Clause 6.1 and this Agreement generally, the Board shall consist of five Directors of which two shall be nominated by ATIM ("ATIM Directors"), and three shall be nominated by UMTI (the "UMTI Directors"). The Board shall have the overall responsibility for management of the Company and may appoint and delegate such day to day functions to the Chairman, the Managing Director, the Manager or to a committee, as it deems fit and as may be mutually agreed between ATIM and UMTI.
Constitution of the Board. The Board shall be composed of five (5) Directors. AT&T shall appoint three (3) Directors (“AT&T Directors”) and MTN shall appoint two (2) Directors (“MTN Directors”). If, as the result of the application of Section 3.2.2, the Percentage Interest of MTN increases above fifty percent (50%), then, from and after such date and for so long as MTN’s Percentage Interest remains greater than fifty percent (50%), MTN shall have the right to appoint three (3) Directors and AT&T shall appoint two (2)
