Initial Composition of Board of Directors Sample Clauses

Initial Composition of Board of Directors. (a) The number of directors comprising the Board of Directors shall be seven. (b) As of the date hereof, the Board of Directors shall consist of the LIH Director set forth on Exhibit 1 hereto, the LIH II Director set forth on Exhibit I hereto and the Company Director, two Independent Directors, the Third Independent Director and the Fourth Independent Director, all as set forth on Exhibit 2 hereto.
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Initial Composition of Board of Directors i. The number of directors comprising the Board of Directors, effective upon Closing, shall be seven. ii. The Company shall use its best efforts to cause the by-laws of the Company to be amended at the next meeting of stockholders of the Company so as to set the size of the board of directors of the Company at seven. iii. Concurrently with the Closing, the Board shall take such action as is required under applicable law to cause to be elected to the Board, effective upon the Closing, the individuals whose names are set forth on Exhibit 1 hereto. iv. The remaining directors comprising the Board, effective upon the Closing, shall consist of the Molex Director and the individuals whose names are listed on Exhibit 2 hereto. v. The Company shall use its best efforts to cause the individuals serving as directors of the Company prior to the effective date of the Merger whose names are not listed on Exhibit 2 hereto to resign as of the effective date of the Merger.
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Initial Composition of Board of Directors. (a) The number of directors comprising the Board of Directors shall be seven. (b) As of the date hereof, the Board of Directors shall consist of the LIH Director set forth on Exhibit 1 hereto, the LIH II Director set forth on Exhibit I hereto and the Company Director, two Independent Directors, the Third Independent Director and the Fourth Independent Director, all as set forth on Exhibit 2 hereto. Section 2.02 Proportional Representation. (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time prior to the Standstill Termination Date that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such
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Initial Composition of Board of Directors. Prior to the Closing, the HSNi Board of Directors shall take such action as is required under applicable law to cause to be elected to the HSNi Board of Directors, effective upon the Closing, four Satisfactory Nominees, of whom no more than one shall be an Independent Director proposed by Universal and the remainder of whom shall be Universal Directors, each of whom shall be identified by Universal prior to the mailing of the proxy statement referred to in Section 9.1 of the Transaction Agreement.
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Initial Composition of Board of Directors. (a) The number of directors comprising the Board of Directors after the Closing under the Stock Purchase Agreement shall be seven. (b) Prior to the Closing, the Board of Directors shall take such action as is required under applicable law to cause to be elected to the Board of Directors, effective upon the Closing, the two Stockholder Directors set forth on Exhibit 1 hereto. (c) A third director, the Third Independent Director, shall be proposed by Stockholder, not less than ten business days following the date hereof and submitted for approval by the Independent Directors serving on the Company's Board of Directors prior to Closing. The Stockholder shall provide the Independent Directors with such information as the Independent Directors may reasonably request regarding the proposed Third Independent Director. Such Independent Directors shall notify Stockholder of such approval or disapproval within ten business days following receipt of notice of the proposed Third Independent Director. Failure to so notify Stockholder within such ten business day period shall be deemed disapproval of such proposed Third Independent Director. Upon any such disapproval, the Stockholder may submit for approval another proposed Third Independent Director in the manner of the original proposal. The Board of Directors shall take such action as is required under applicable law to cause to be elected by the Board of Directors, effective upon Closing, the Third Independent Director. (d) A fourth director, the Fourth Independent Director, shall be proposed by the Independent Directors serving on the Company's Board of Directors prior to Closing not less than ten business days following the date hereof and submitted for approval by the Stockholder. The Independent Directors shall provide the Stockholder with such information as the Stockholder may reasonably request regarding the proposed Fourth Independent Director. The Stockholder shall notify such Independent Directors of such approval or disapproval within ten business days following receipt of notice of the proposed Fourth Independent Director. Failure to so notify such Independent Directors within such ten business day period shall be deemed disapproval of such proposed Fourth Independent Director. Upon any such disapproval, such Independent Directors may submit for approval another proposed Fourth Independent Director in the manner of the original proposal. The Board of Directors shall take such action as is required under ...
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Initial Composition of Board of Directors. The Board of Directors shall be initially composed of 4 (four) directors (including a President Director), and: (a) where the Indonesian Shareholder and the Foreign Shareholder each hold 40% or more of the issued share capital of the Company, 2 (two) of whom (including the President Director) shall be appointed upon the nomination of the Foreign Shareholder and 2 (two) of whom (excluding the President Director) shall be appointed upon the nomination of the Indonesian Shareholder; or (b) where the Indonesian Shareholder and the Foreign Shareholder do not each hold 40% or more of the issued share capital of the Company, the nomination of appointments to the Board of Directors shall be based upon the proportion of issued share capital held by the Parties, and the President Director shall be appointed upon the nomination of the majority Shareholder. Each Party shall vote its shares to give effect to the nominations of the members of the Board of Directors which have been made as stated above. Each Party shall be entitled at any time to remove and replace at any time any of its nominees on the Board of Directors and in such event each Party shall vote its shares so as to give effect to the appointment of the nominated replacement to the Board of Directors. In the event of a vacancy on the Board of Directors caused by the death, retirement, resignation or removal of a director, the vacancy shall be filled by appointing another nominee of the Party whose nominee has died, retired, resigned or been removed.
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Initial Composition of Board of Directors. The Board of Directors shall comprise of four (4) Directors. As long as Leighton holds a minimum of 10 per cent (10%) of the equity paid-up share capital of VGCB, Leighton shall have the right to appoint 1 (one) nominee Director on the Board and the remaining Directors shall be appointed by Sterlite. It is clarified that the rights contained in this Clause are personal to Leighton and Sterlite and not Transferable. In the event Leighton or Sterlite Transfers the Shares held by it to a third party, these rights shall lapse and shall not be enjoyed by such third party. It is clarified that for the purpose of this Clause, Sterlite shall mean to include its Affiliates.
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Related to Initial Composition of Board of Directors

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Composition of Committee A Union/Management Committee shall be established. The Employer and the Union shall each appoint two (2) representatives to the Union/Management Committee.

  • 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.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • 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.

  • 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.

  • 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 Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

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