Governance Board of Directors Sample Clauses

Governance Board of Directors. 34 7.1 Action by Members to Effectuate this Agreement................... 34 7.2 Board............................................................ 34 7.3 Officers; Management; Rights in the Event of Cause............... 35 7.4 Chairman of the Board............................................ 39 7.5 Committees....................................................... 39 7.6 Certificate of Formation; By-Laws................................ 40 7.7
Sample 1
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Governance Board of Directors. A. Board of Directors. Xxxxx Xxxxxxx ("Xxxxxxx"), or in the event of ------------------ Xxxxxxx'x death or disability rendering him incapable of performing his duties as a director, Xxxxxx Xxxxxxx (together with Xxxxxxx, the "Xxxxxxx Director") and Xxxxx X. Xxxxx ("Stone") shall each be entitled to be a member of the Board of Directors (the "Board") as long as (i) in the case of the Xxxxxxx Director, Xxxxxxx and his Affiliates own in the aggregate at least 45% of the Company Common Stock held by the Stockholders, other than BABF and its Affiliates, on May 29, 1998, and (ii) in the case of Stone, Stone and his Affiliates own in the aggregate at least 45% of the Company Common Stock issued to them on the date on which they first acquire any Company Common Stock. In addition, such number of people designated by BABF (the "Brentwood Directors") as will constitute a majority of the Board shall be entitled to be members of the Board as long as BABF owns at least as many shares of Common Stock as it owns upon its initial execution of this Agreement.
Sample 1
Governance Board of Directors. A. Board of Directors. Xxxxx Xxxxxxx ("Xxxxxxx") or, in the event ------------------ of Xxxxxxx'x death or disability rendering him incapable of performing his duties as a director, Xxxxxx Xxxxxxx (together with Xxxxxxx, the "Xxxxxxx Director") shall be entitled to be a member of the Board as long as Xxxxxxx and his Affiliates own in the aggregate at least 45% of the 11,445 shares of Company Common Stock held by Xxxxxxx and his Affiliates as of September 30, 1998, as adjusted to reflect stock dividends, stock splits and other changes in the capital structure of the Company. As long as the Company's Series C Special Voting Preferred Stock (the "Series C Preferred") remains outstanding and the Xxxxxxx Director is entitled to be a member of the Board pursuant to the immediately preceding sentence, the Aurora Group shall be entitled to nominate a member of the Board who is not an employee of any member of the Aurora Group or any of their respective Affiliates (the "Aurora Nonemployee Director").
Sample 1
Governance Board of Directors 
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Related to Governance Board of Directors

  • The Board of Directors AGREES TO—

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • 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.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

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