CORPORATE GOVERNANCE AND MANAGEMENT. Section 2.01. Composition of the Board........................................6 Section 2.02. Removal.........................................................7 Section 2.03. Vacancies.......................................................7 Section 2.04. Action by the Board.............................................7 Section 2.05. Conflicting Charter or Bylaw Provision..........................8 Section 2.06. IXNET Board.....................................................8
CORPORATE GOVERNANCE AND MANAGEMENT. Board of Directors The Board of Directors of the Reorganized Debtors (the “New Board”) shall consist of five (5) members: (A) the chief executive officer, (B) two individuals designated by Ascribe and (C) two individuals designated by Gates. The composition of the New Board shall fully comply with the standards and rules of the SEC and the New York Stock Exchange or another applicable nationally recognized exchange that apply to boards of public companies. The identities and affiliations of the members of the New Board will be disclosed to the Bankruptcy Court as required by the Bankruptcy Code. Management Prior to the Petition Date, Xxxx X. Xxxxxxxx shall enter into a new employment agreement with the Company on terms mutually acceptable to Xxxx X. Xxxxxxxx and the Supporting Noteholders, which shall be assumed by the Debtors under the Plan. On or after the Effective Date, senior management of the Reorganized Debtors, including a chief financial officer, shall be selected by the Supporting Noteholders and shall enter into management employment agreements on terms that shall be mutually acceptable to such employee and the Supporting Noteholders (the “New Employment Agreements”). The New Employment Agreements shall supersede and replace any existing employment agreements for such employee in effect prior to the Effective Date. Management Incentive Plan On or as soon as reasonably practicable after the Effective Date, a management incentive plan (the “MIP”) shall be adopted by the New Board to provide designated members of senior management of the Reorganized Debtors with equity-based incentive grants (including, without limitation, options and restricted stock units) for twelve and one-half percent (12.5%) of the fully-diluted shares the New Common Stock. MIP awards of equity-based incentives not granted on the Effective Date or shortly thereafter will remain in the MIP reserve pool for future grants. The specific identities of recipients, amounts and timing of MIP grants and other terms and conditions of the MIP will be determined by the New Board. Charter, By-Laws and Organizational Documents All charters, by-laws, limited liability company agreements and other organizational documents of the Reorganized Debtors shall be amended or amended and restated to comply with any applicable provisions of the Bankruptcy Code and as agreed to by the Debtors and the Supporting Noteholders, acting reasonably and in good faith.
CORPORATE GOVERNANCE AND MANAGEMENT. The PHSA is responsible for governing, managing, funding, and utilization review of selected health care agencies, societies, and programs that provide province-wide services. In conjunction with its role in governing these organizations, the PHSA will also take a leadership role in coordinating the provision of specialized, province-wide services in oncology, renal, paediatrics, women’s health, mental health and disease control. These agencies are: • BC Cancer Agency (BCCA) • BC Centre for Disease Control (BCCDC) • BC Drug and Poison Information Centre • BC Mental Health Society (Riverview Hospital) • Forensic Psychiatric Services Commission • BC Provincial Renal Agency • BC Transplant Society • Children’s & Women’s Health Centre of BC (including BC Reproductive Care Program and Perinatal Database, and Tertiary Perinatal Services)
CORPORATE GOVERNANCE AND MANAGEMENT. Section 2.1. Composition of the Board...................................................12 Section 2.2. Election of Directors....................................................
CORPORATE GOVERNANCE AND MANAGEMENT. Section 2.1. Composition of the Board. Prior to the Class B Effectiveness, the parties hereto shall use their reasonable best efforts to cause the number of the Directors and the composition of the Board to be as set forth in this Section 2.1. As of and following the Class B Effectiveness, the composition of the Board and the number of Directors shall be governed by the Certificate of Incorporation.
(a) Subject to Sections 2.1(b), (c) and (d), the Board shall consist of eleven Directors, designated as follows:
(i) Three Directors shall be employees or officers of the Company or its Subsidiaries nominated by a majority of the Class A and Class C Directors (the "Class A Directors");
(ii) Two Directors shall be Class B-1 Directors;
(iii) Two Directors shall be Class B-2 Directors;
(iv) Three Directors, who would (if elected) be "independent" directors within the meaning of the rules of the Nasdaq National Market, shall be individuals nominated by a majority of the Class A and Class C Directors (the "Class C Directors"); and
(v) Until the occurrence of the Class D Termination Date, one Director shall be Jean-Xxxxxx Xxxxxx, and his successor or replacement shall be designated in accordance with Section 2.2(e) (Jean-Xxxxxx Xxxxxx and such successor or replacement Director, the "Class D Director").
(b) In the event, and in each case, that the number of Class B-1 Directors or Class B-2 Directors is subject to decrease pursuant to the applicable Organizational Document, then (i) there shall be a corresponding decrease in the total number of Directors, and (ii) the number of Class B-1 Directors or Class B-2 Directors referred to in clause (ii) or (iii) of Section 2.1(a), as the case may be, shall be reduced correspondingly.
(c) In the event, and in each case, that the holders of Series A-2 Preferred Stock or Series B Preferred Stock are entitled to elect additional Directors pursuant to the applicable Organizational Document, then (i) there shall be a corresponding increase in the total number of Directors, (ii) the number of Class B-1 Directors shall be increased to account for the additional Director elected by the holders of the Series B Preferred Stock, and (iii) the number of Class B-2 Directors shall be increased to account for the additional Director elected by the holders of the Series A-2 Preferred Stock.
(d) Upon the occurrence of the Class D Termination Date, the Class D Director shall become a Class C Director, resulting in a corresponding increase in th...
CORPORATE GOVERNANCE AND MANAGEMENT. Item 5.02
CORPORATE GOVERNANCE AND MANAGEMENT. SECTION 2.01. Composition of the Board.......................................10 SECTION 2.02. Removal........................................................10 SECTION 2.03. Vacancies......................................................10 SECTION 2.04. Action by the Board............................................11 SECTION 2.05. Conflicting Charter or Bylaw Provision.........................11 ARTICLE 3 RESTRICTIONS ON TRANSFER SECTION 3.01. General........................................................12 SECTION 3.02. Legends........................................................12 SECTION 3.03. Permitted Transferees..........................................13 SECTION 3.04. Restrictions on Transfers by Institutional Shareholders........13 SECTION 3.05. Restrictions on Transfers by Management Shareholders...........13
CORPORATE GOVERNANCE AND MANAGEMENT. SECTION 2.01. Composition of the Board; Committees..........................10 SECTION 2.02. Removal.......................................................11 SECTION 2.03. Vacancies.....................................................11 SECTION 2.04. Action by the Board...........................................11 SECTION 2.05. Action by the Shareholders....................................14 SECTION 2.06. Conflicting Charter or Bylaw Provision........................15 SECTION 2.07. Subsidiary Governance.........................................15 SECTION 2.08. Notice of Meeting; Participation..............................15 SECTION 2.09. Voting of Common Stock Owned by Management Stockholders..................................................15
CORPORATE GOVERNANCE AND MANAGEMENT. Maintaining good team dynamics
CORPORATE GOVERNANCE AND MANAGEMENT. 2.1 Composition of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 2.2 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.3 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.4 Action by the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2.5 Conflicting Charter or Bylaw Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.6
