Directors of Newco. At or prior to Closing, the Sponsor Parties shall, and shall cause the CLMT Board to, take all actions necessary so that the board of directors of NewCo shall be comprised of the directors as set forth in Exhibit B.
Directors of Newco. The Chairman of the Consultation Committee coordinates the administrative activities for the functioning of the committee. The Consultation Committee shall meet to examine and discuss all the matters within the competence of the board of directors or of the shareholders’ meeting of Newco pursuant to the Shareholders’ Agreement and the Newco By-Laws to be adopted. For the resolutions of the Consultation Committee, the provisions and competences set forth, mutatis mutandis, in the previous paragraph concerning the “ Resolutions of the competent corporate bodies of Newco” shall apply, without prejudice in any event to what provided in the following paragraph, concerning the “ Consultation Committee post Reorganization”. In addition, with respect to the formation of the CF Slate, what indicated above shall apply and for the purposes provided therein the Chairman of the Consultation Committee has the same prerogatives and powers of the chairman and chief executive officer of Newco. The resolutions of the Consultation Committee shall be communicated to the Parties by the Chairman and the Parties shall be bound to comply with the resolutions adopted. The resolutions of the Consultation Committee are validly taken and passed:
Directors of Newco. Newco will initially have 3 directors. One (1) director to be appointed by Infinesse or its designee; and two (2) directors to be appointed by Microsemi or its designee.
Directors of Newco. The board of directors of Newco (the "Newco ------------------ Board") shall consist of four directors, three of which shall be nominated by Xxxxxxxxxx and one of which shall be nominated by Quilvest. Xxxxx X. Xxxxxxxxxx, Xx., Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx shall be the initial nominees of Xxxxxxxxxx, and Willem X.X. xx Xxxxx shall be the initial nominee of Quilvest. By execution of this Agreement, each of Xxxxxxxxxx and Quilvest hereby votes their shares of Newco Common Stock in favor of the foregoing four director nominees. If there shall occur a vacancy for any reason, whether by resignation, removal or otherwise, in the position of any director who was nominated by a particular Stockholder pursuant to this Agreement, then the Stockholder who originally nominated such director shall be entitled to nominate such director's successor, and the Stockholders shall promptly take such action, including removing such Stockholder's nominee(s) for director(s), if any, so as to cause the successor director(s) to be duly elected or appointed. No Stockholder shall take any action, or permit any director nominated by it to take any action, to remove a director which was nominated by another Stockholder without the prior written consent of such other Stockholder. Any person nominated to serve as a director by a Stockholder may be removed from such position, with or without cause, only by the Stockholder nominating such director, and the other Stockholders shall promptly take such action, including causing such Stockholder's nominee(s) for director(s), if any, to take such action, as may be requested by the Stockholder who nominated the director(s) sought to be removed, to duly and properly effect the removal of such director(s) from such position.
Directors of Newco except as provided in paragraph (2) below, a Board of Directors’ meeting shall be validly held if the majority of the directors is in attendance and any resolution shall be validly taken with the favorable vote of the absolute majority of the directors in attendance, provided that at least 1 of the directors designated by CF and 1 of the directors designated by LTI are in attendance and that, in case of a tied vote, the Newco Chairman shall be given the casting vote; however, if a board meeting is called and cannot be validly held because of the absence of at least one of the directors designated by the Class B Shareholders, the Chairman of the board shall reconvene as soon as practicable the Board to resolve upon the same agenda and such new meeting shall be validly held even if half of directors is in attendance, regardless of whether the directors designated by the Class B Shareholders are in attendance, and any resolution shall be validly taken with the favorable vote of the majority of the directors in attendance provided that, in case of a tied vote, the Newco Chairman shall have the casting vote;
