Initial Composition. As of the Effective Time, the board of directors of the Company (the “Board”) shall consist of seven (7) directors, a majority of whom shall be “independent” directors for purposes of NYSE rules (each, an “Independent Director”), to initially consist of:
(i) One (1) director to be nominated by Xxxxxxxx Xxxx (the “Gaur Nominee”);
(ii) One (1) director to be nominated by Remus Capital (the “Remus Nominee”);
(iii) One (1) director to be nominated by the Sponsor (the “Sponsor Nominee”);
(iv) One (1) Independent Director to be nominated by Xxxxxxxx Xxxx (the “Gaur Independent Nominee”);
(v) One (1) Independent Director to be nominated by Remus Capital (the “Remus Independent Nominee”); and
(vi) Two (2) Independent Directors to be nominated by Xxxxxxxx (the “Company Independent Nominees”), one of which is to be designated by RTW in accordance with the RTW Side Letter (the “RTW Designated Director”); in each case, who shall serve in such capacity in accordance with the terms of this Agreement, the Business Combination Agreement, the Pubco Governing Documents (as defined in the Business Combination Agreement), applicable law and NYSE rules.
Initial Composition. Upon the Closing, the Board initially shall be composed of (a) nine Directors, consisting of (i) three Independent Directors designated by the Advent Post-Closing Shareholders collectively, who initially shall be (A) Xxxx Xxxxxxxx, who shall serve as a Class I Director, (B) Xxxxxxx Xxxxxx, who shall serve as a Class II Director, and (C) Xxxxxx Xxxxxxx, who shall serve as a Class III Director; (ii) three Directors designated by the Advent Post-Closing Shareholders collectively, who initially shall be (A) Xxxxxxxxxxx Xxxx, who shall serve as a Class I Director, (B) Xxxxxx Xxxxx, who shall serve as a Class II Director, and (C) Xxxx Xxx, who shall serve as a Class III Director; (iii) one Director designated by the Oak Hill Post-Closing Shareholders collectively, who initially shall be Xxxxxx Xxxxxxxxxx, who shall serve as a Class I Director; (iv) one director designated by the TCV Post-Closing Shareholders collectively, who initially shall be Xxxxx Xxxx, who shall serve as a Class II Director; and (v) Xxxxxxx Xxxxxxxxxx, who shall serve as a Class III Director; and (b) one non-voting board observer designated by the Dragoneer Post-Closing Shareholders collectively, who initially shall be Xxxxxxxxx Xxxxxx.
Initial Composition. Except as otherwise agreed with the Silver Lake Post-Closing Shareholder, upon the Closing, the Board initially shall be composed of (a) nine Directors, consisting of (i) eight Directors designated by the Silver Lake Post-Closing Shareholder, including a sufficient quantity of Independent Directors as is required to meet the requirements of both of (i) the SEC and (ii) the Listing Exchange, who initially shall be determined by the board of directors of the Company; and (ii) one Director designated by Sponsor, who initially shall be Dxxxx Xxxxx, who shall serve as a Class II Director.
Initial Composition. 2.1.1 Effective at the First Closing, the Company shall cause theCompany Board to be increased from eight directorships to ten directorships (one of which new directorships shall be for an initial term expiring at the Company's annual meeting of Stockholders in 2000 and the other shall be for an initial term expiring at the Company's annual meeting of Stockholders in 2001). Effective at the First Closing, the Company Board shall appoint the Investor Nominees to fill the two vacancies created in accordance with this Section 2.1.1.
Initial Composition. The New Holdco Board shall consist, at the Effective Time, of twelve (12) directors, six (6) of whom shall be designated prior to the Effective Time by Linde from the then Linde Supervisory Board members (each, a “Linde Designee”) and six (6) of whom shall be designated prior to the Effective Time by Praxair from the then Praxair Board members (each, a “Praxair Designee”). At the Effective Time, eleven (11) members of the New Holdco Board shall be non-executive directors and the twelfth member shall be the Chief Executive Officer. The New Holdco Board shall nominate each of the Linde Designees and Praxair Designees (or his or her replacement made in accordance with Section 3(b)) for re-election to the New Holdco Board at each of New Holdco’s annual shareholders’ meetings as required to ensure that the Linde Designees and Praxair Designees (or his or her replacement made in accordance with Section 3(b)) serve on the New Holdco Board for the duration of the Integration Phase. Each of Linde and Praxair shall deliver to the other party, at least five (5) weeks prior to the expected Commencement of the Offer, a written notice listing the names of all of the Linde Designees and the Praxair Designees, respectively, and shall provide any relevant information about such designees as the other party may reasonably request. If any of the Linde Designees or Praxair Designees shall be unable or unwilling to serve at the Effective Time, Linde or Praxair, as applicable, shall promptly nominate a replacement Linde Designee or Praxair Designee, as applicable, and provide any relevant information about such nominee as the other party may reasonably request. In accordance with Rule 438 of the Securities Act, each Linde Designee and Praxair Designee shall, prior to the first filing of the Registration Statement in which he or she is named, or any subsequent amendment thereto, provide New Holdco an executed consent to being named therein as a person anticipated to become a director of New Holdco and to the filing of such consent as an exhibit to such Registration Statement. If and to the extent reasonably requested by a Linde Designee or Praxair Designee, Linde, Praxair and New Holdco shall assist such designee in establishing a “due diligence defense,” as contemplated by Section 11(b)(3) of the Securities Act, for claims made under Section 11 of the Securities Act with respect to the Registration Statement.
Initial Composition. The number of directors initially comprising Celldex's board of directors shall be five. As of the date hereof, such board of directors shall consist of one (1) representative of Medarex (a "Medarex Director"), one (1) representative of the management of Celldex (a "Celldex Director") and three (3) Independent Directors, the identities of whom are as set forth on Schedule 3.2 hereto, each of whom shall continue to be a director of Celldex following the Effective Date until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with Celldex's Certificate of Incorporation and bylaws.
Initial Composition. The OHSU Health System Committee shall be comprised initially solely of appointees from the from the entity previously named Legacy Health Foundation, an Oregon nonprofit corporation, or any successor thereto (the “Foundation”), except that the OHSU President shall serve on the OHSU Health System Committee ex-officio, without vote.
Initial Composition. As of the Effective Time, the size of the Board shall be thirteen (13), comprised as follows: Xxxxxxx Xxxx, Xxxx Xxxxxx, X. Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxx Xx-Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxx and one vacancy (which is intended to be filled by a Sponsor Independent Nominee, subject to and in accordance with Section 3.3(a)(i)).
Initial Composition. The UHSB initially shall be comprised of eleven (11) members, six (6) of whom shall be appointed by a majority of the Board of Directors of Legacy Health no later than thirty (30) days prior to the anticipated Closing Date (as defined in that certain System Combination Agreemnt by and between OHSU and Legacy Health, dated , 2024 (as amended, restated, supplemented or otherwise modified, the “SCA”)), with such appointment effective upon the Closing Date (the “Legacy Appointees”) and five (5) of whom shall be appointed by the OHSU Board, with such appointment effective upon the Closing Date (the “OHSU Appointees”).
Initial Composition. At and immediately after the Closing, the Board shall have ten directors, divided into three classes. Frank Sanchez (as a Class I Director), William P. Foley, II (as a Xxxxx XX Xxxxctor) and a third director xxx xxxxx xxxxxxx xs Independent, to be designated prior to the Closing, (as a Class III Director) are hereby designated by the Purchaser and shall be elected by the Board to serve effective at and immediately after the Closing. Members of the Board which the Purchaser designates under any section of this Agreement are referred to as the "Purchaser Directors."
