Management of the Company; Board of Directors Sample Clauses

Management of the Company; Board of Directors. 2.1 The Investors and Additional Stockholders agree that the entire Board of Directors of the Company shall consist of between five (5) and nine (9) directors and they further agree to promptly take all necessary action to establish or amend, as the case may be, the Company’s by-laws or other organizational documents in order to effectuate the same. Subject to Section 2.2 below and applicable Delaware law, (A) Accretive shall have the right, for so long as it continues to own, in the aggregate, not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, two (2) directors to the Company’s Board of Directors, (B) Oak Hill shall have the right, for so long as it continues to own not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, one (1) director to the Company’s Board of Directors, (C) each of the Investors and the Additional Stockholders shall through November 15, 2009 vote his, her or its shares of Capital Stock for the election of each of Xxxxx Xxxxxx and Art Spiegel as a member of the Company’s Board of Directors, each such person to act as a Co-Chairman thereof, for a term at least through November 15, 2009; provided that if Xx. Xxxxxx at any time ceases being a member of the Company’s Board of Directors by reason of incapacity or death (but not for any other reason, including but not limited to resignation or removal), or if, after November 15, 2009, the Investors and the Additional Stockholders do not vote their shares of Capital Stock for the election of Xx. Xxxxxx, then Oak Hill shall have the right, for so long as it continues to own not less than five percent (5%) of the aggregate outstanding shares of the Capital Stock on a fully-diluted basis, to designate, remove or redesignate, at any time or from time to time, one (1) additional director to the Company’s Board of Directors in lieu of Xx. Xxxxxx, and (D) each of the Investors shall, for so long as Xxxxx remains the Chief Executive Officer of the Company, vote its shares of Capital Stock for the election of Xxxxx to the Company’s Board of Directors. Four (4) additional directors, each of whom is an independent outside director, have been selected by the mutual agreement of the Investors. As of the date hereof, the Board of Directors of the...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Management of the Company; Board of Directors. (a) Subject to the delegation of rights and powers provided for herein, the Board of Directors of the Company (the “Board”) shall have the sole right to manage the business and affairs of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Notwithstanding the foregoing, no Director in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to all of the Directors acting pursuant to this Agreement through the Board and to such agents of the Company as designated by the Board. (b) The Board shall consist initially of three (3) Directors, elected from time to time in accordance with this Agreement. The number of Directors may be increased or decreased by the vote of the Member from time to time. Each Director shall have one vote with respect to any matters that come before the Board. The Directors, including any replacement Director thereof, shall be elected by the Member from time to time. The Member shall have the right to remove any Director at any time. The members of the Board shall be designated as the “managers” within the meaning of the Delaware Act. The initial Directors shall be Xxxxx X.
Sample 1
Management of the Company; Board of Directors. (a) The business and affairs of the Company shall be managed by or under the direction of a board of directors (the “Board of Directors”) established hereby. The Board of Directors shall have the exclusive power and authority, which it may undertake and be discharged from by delegation to officers of the Company or third parties (each, an “Agent”) which have entered into one or more agreements with the Company to take any action on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company. The members of the Board of Directors (each a “Director”) shall constitute “managers” (within the meaning of Section 805 ILCS 180/15-1 of the Illinois Limited Liability Company Act) of the Company. The Board of Directors is, to the extent of its right and powers set forth in this Agreement, an agent of the Company for the purpose of conducting the Company’s business, and the actions of the Company by and through the Board of Directors taken in accordance with such rights and powers shall bind the Company; provided, however, only an Agent or, pursuant to Section 3.2(b)(i) hereof, the President or other authorized officers of the Company may sign any contract or other agreement on behalf of the Company, including, without limitation, the documents described on Exhibit D attached hereto and all other Settlement Documents contemplated by the Settlement Agreement. Except as provided below, no Member shall participate in the management and control of the business of the Company. The Company will keep minutes of the meetings of its members and Board of Directors, as appropriate. (b) The Board of Directors shall consist of at least three (3)
Sample 1
Management of the Company; Board of Directors. Section 1.1. Board of Directors. The business and affairs of the Company shall be managed and controlled by the Board of Directors of the Company in a manner consistent with this Agreement and the Company’s Pacto Social.
Sample 1
Management of the Company; Board of Directors. (a) Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors of the Company (the “Board of Directors”), who shall collectively constitute “managers” of the Company within the meaning of the Act. No Director, solely in his or her capacity as such, shall have any power to act for, sign for or do any act that would bind the Company, unless the Board of Directors shall provide otherwise. (b) In exercising the powers and managing the business and affairs of the Company, the Board of Directors shall do all such lawful acts and things as it deems necessary and proper to comply with the Act and this Agreement. The Board of Directors may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding upon the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) maintaining the assets of the Company in good order; (iv) collecting sums due the Company; (v) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vi) acquiring, utilizing and disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company and making voluntary prepayments or obtaining extensions of debt; (viii) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; and (ix) obtaining insurance for the Company.
Sample 1
Management of the Company; Board of Directors 
Sample 1Sample 2

Related to Management of the Company; Board of Directors

  • 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.

  • 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.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • 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.

  • 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.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!