Directors and Observers Sample Clauses

Directors and Observers. 7.1. The Board shall be responsible for the management of the affairs of the Company and shall have the power to exercise all of the powers of the Company. Subject to Clause 9, all decisions relating to the business and affairs of the Company shall be decided by a simple majority of Directors present at a duly convened and quorate meeting of the Board in accordance with Clause 8. The initial Board shall comprise [ NAME ], [ NAME ], [ NAME ], and [ NAME ], 7.2. For so long as Imperial College has the right to appoint an Observer pursuant to Clause 7.4, the Company shall send to Imperial College, notwithstanding whether an Observer has been appointed pursuant to Clause 7.4, and its Observer, if one has been appointed pursuant to Clause 7.4, copies of all Board and committee papers at the same time as they are sent to the Directors or the members of the relevant committee. For so long as Imperial College has the right to appoint an Observer pursuant to Clause 7.4, the Company shall also send notice of all meetings of the Board or any committee of the Board to Imperial College. 7.3. Each Director shall be entitled to appoint an alternate to attend and vote at meetings of the Board. 7.4. For so long as Imperial College and/or its Permitted Transferees holds any of the issued share capital of the Company it shall have the right to appoint an Observer and to remove such Observer for any reason and nominate another person in place of such removed Observer. Any such Observer shall be entitled to receive notice of and attend, but not vote at, any meeting of the Board or any committee of the Board as an Observer. 7.5. For so long as any Founder and/or their Permitted Transferees holds at least [ NUMBER ]% of the issued share capital of the Company such Founder shall have the right to appoint an Observer and to remove such Observer for any reason and nominate another person in place of such removed Observer. Any such Observer shall be entitled to receive notice of and attend, but not vote at, any meeting of the Board or any committee of the Board as an Observer. 7.6. Imperial College or the relevant Founder (as the case may be) shall give notice to the Board of the name of any person it/he/she (as applicable) nominates for appointment under Clause 7.4 or Clause 7.5(as the case may be) and the intended date of appointment as far in advance of the intended date of appointment as is reasonably practicable. 7.7. Unless and until the Company shall otherwise determine by sp...
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Directors and Observers. (i) For a period of five years after the Initial Closing Date, the Placement Agent shall be entitled to propose one person for nomination as a voting director ("Director") of the Company. It shall be a condition to the Initial Closing that such nominee have been appointed or elected to the Board of Directors and the Company will use its best efforts to ensure that the stockholders of the Company agree to vote all their securities in favor of such person's continued election during such five-year period. The Company agrees to vote all voting securities for which the Company holds proxies granting it voting discretion, or which the Company is otherwise entitled to vote, in favor of, and to use its best efforts in all respect to cause, the election of each such individual proposed by the Placement Agent. In the event that a vacancy is created on the Board of Directors at any time by the death, disability, resignation or removal (with or without cause) of any such individual proposed, and nominated by the Placement Agent pursuant to this Agreement, the Company will, and will use its best efforts to ensure that the stockholders of the Company, vote all its or their voting securities to elect each individual proposed by the Placement Agent and nominated for election by the Placement Agent to fill such vacancy and serve as a voting Director. If, after the election of the Director nominated by the Placement Agent noted above and at any time while such Director remains on the Board of Directors of the Company, such Director is unable to attend or otherwise participate in any specific meeting of the Board of Directors, such Director may designate an observer to attend a such meeting in his place. The observer shall be entitled to the benefit of, and shall be bound by, the provisions set forth below in section (ii). (i) committees may take by written consent (iii) promptly delivered copies of all minutes and other records of action by, and all written information furnished to, the Board of Directors or any of its committees and (iv) promptly furnished any other information requested by such observer or observers which a member of the Board of Directors would be entitled to request to discharge his or her duties provided, however, that the Company reserves the right to exclude such representative from access to any meeting or portion thereof, or any information provided to directors if the Company reasonably believes based upon a written opinion of counsel that such e...
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Directors and Observers. (i) The Company shall have, and the Parties hereto agree to cause the Company to have, a Board consisting of up to five (5) authorized Directors, with the composition of the Board determined as follows: (a) the Founders shall have the right to designate, appoint, remove, replace, and reappoint three (3) directors on the Board (each the “Ordinary Director” and collectively the “Ordinary Directors”); and each Ordinary Director shall be entitled to one vote for the purpose of any Board meeting or written Board resolution; (b) for so long as Matrix and GZ Limited jointly hold no less than two thirds (2/3) of the Preferred Shares they hold as of the Series C Closing Date, they shall have the right to jointly designate, appoint, remove, replace, and reappoint up to one (1) Director on the Board; and (c) Meituan shall have the right to designate, appoint, remove, replace, and reappoint up to one (1) Director on the Board (the “Series D Director”; each of the Directors other than the Ordinary Directors, the “Investor Director” and collectively the “Investor Directors”), which shall initially be Xx. Xxxx Xxxx (王兴). Each Investor Director shall be entitled to one vote for the purpose of any Board meeting or written Board resolution. (ii) for so long as each of (a) Source Code Capital, Shanghai Huashenglingfei Equity Investment Partnership (Limited Partnership) (上海华晟领飞股权投资合伙企业（有限合伙）), (b) Zhejiang Xxx (Hongkong) Limited, Tianjin Lanchixinhe Investment Centre (Limited Partnership) (天津蓝驰新禾投资中心（有限合伙）), (c) Beijing Shouxin Jinyuan Management Consulting Centre (Limited Partnership) (北京首新晋元管理咨询中心（有限合伙）), (d) Hangzhou Shangyijiacheng Investment Management Partnership (Limited Partnership) (Limited Partnership) (杭州上壹嘉乘投资管理合伙企业（有限合伙）), (e) Rainbow Six Limited, Fresh Drive Limited, RUNNING GOAL LIMITED, Future Capital Discovery Fund II, L.P., and Future Capital Discovery Fund I, L.P. jointly, and (f) Ningbo Meishan Bonded Port Area Ximao Partnership, L.P. (宁波梅山保税港区熙茂股权投资合伙企业（有限合伙） (each a “Designating Investor”) holds no less than two thirds (2/3) of the Preferred Shares it respectively held as of the Series C Closing Date, such Designating Investor shall be entitled to, and for so long as Meituan ceases to have the right to appoint the Series D Director, Meituan shall be entitled to, designate a representative to attend all meetings of the Board and all committees of the Board in a non-voting observer capacity (each, a “Board Observer”). The Designating Investor and Meituan m...
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Directors and Observers 
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Related to Directors and Observers

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Resignation of Directors and Officers All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

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