Executive Board Composition Sample Clauses

Executive Board Composition. The Executive Board will be composed of five (5) members (each, a “Board Member”), unless or until the size of such Executive Board is increased by the Executive Board by Special Approval in accordance with Section 5.2.6. Each Board Member will be a voting member. On the Effective Date three (3) Board Members will each be designated by Simon (the “Investor Board Members”), and two (2) Board Members (the “Common Board Members”) will each be designated by a Majority Vote of the Members owning Common Units. All Members acknowledge and agree that the initial Board Members shall consist of those individuals designated on Exhibit “D” attached hereto, each to serve as a Board Member until he resigns or is replaced in accordance with the terms of this Agreement. The right to designate Board Members is not assignable by any Member or group of Members except in connection with a transfer or sale of such Member’s or Members’ Membership Interest in whole or in part as permitted hereunder.
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Executive Board Composition. The Executive Board shall consist of the four Membership Board Officers and two At Large members elected by the Membership Board. Executive Board elections will be held annually at NCEA’s Annual Membership Meeting. NCEA Executive Board will meet at a minimum quarterly to monitor organizational operations and conduct routine business.
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Executive Board Composition.  The Executive Board will consist initially of up to eleven members as follows: o the SMS-IC Chair; o the SMS-IC Director/CEO; o one member nominated by Life Technologies (the Life Technologies Executive Board Member) and onemember nominated by Xxxxxxx (the Aridhia Executive Board Member) (collectively, the Industrial Partner Executive Board Members); o four members nominated by and drawn from the Universities and the Health Boards, one of which will be drawn from and appointed to represent the relevant University and Health Board in each geographical and up to three members nominated by and drawn from the Affiliate Partners in accordance with the provisions set out in the Affiliate Partners Agreement.  Each member of the Executive Board appointed may appoint a named alternate who shall be entitled during the period when he/ she is appointed as the alternate to: o receive notice of all meetings of the Executive Board; o attend and vote at any meeting of the Executive Board at which the member of the Executive Board for which he/she is the named alternate is not personally present; o generally to perform all the functions of the member of the Executive Board for which he/she is the named alternate in any circumstances in which such member of the Executive Board is unable to perform those functions.  The Core Partners shall be entitled to appoint one board secretary who shall be entitled to: o receive notice of all meetings of the Executive Board; and o attend and speak at any meeting of the Executive Board in order to provide guidance to the Executive Board on legal and financial matters on procurement and HR policies applicable to SMS-IC, but not to vote on any matters arising. o For so long as SFC continues to provide grant funding for SMS-IC, SFC will be entitled to appoint one representative to attend meetings of the Executive Board as an observer. The SFC Board Observer shall be entitled to speak at meetings but does not vote. o The Core Partners acknowledge that the office of the Chief Scientist for Health in Scotland will be entitled to appoint one representative to attend meetings of the Executive Board as an observer. The CSO Board Observer shall be entitled to speak at but does not vote.
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Related to Executive Board Composition

  • Board Composition Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Committee Composition The Redeployment Committee shall be comprised of equal numbers of representatives of the Hospital and of the Union. The number of representatives will be determined locally. Where for the purposes of HTAP (the Ontario Hospital Training and Adjustment Panel) there is another hospital-wide staffing and redeployment committee created or in existence, Union members of the Redeployment Committee shall serve on any such hospital-wide staffing committee established with the same or similar terms of reference, and the number of Union members on such committee will be proportionate to the number of its bargaining unit members at the particular Hospital in relation to other staff groups. Meetings of the Redeployment Committee shall be held during normal working hours. Time spent attending such meetings shall be deemed to be work time for which the representative(s) shall be paid by the Hospital at his or her regular or premium rate as may be applicable. Each party shall appoint a co-chair for the Redeployment Committee. Co-chairs shall chair alternative meetings of the Committee and will be jointly responsible for establishing the agenda of the Committee meetings, preparing minutes and writing such correspondence as the Committee may direct.

  • Change in Board Composition During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • The Board 6.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with this agreement and the Articles.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Joint Commercialization Committee As of the Effective Date, the Parties have established a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), composed of up to [ * ] representatives of each Party, to monitor and discuss the Commercialization of Products at the operational level. Each JCC representative shall have knowledge and expertise in the commercialization of products similar to Products. The JCC shall in particular:

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