Members of the Board. (a) Subject to the right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a), from and after the Stockholder Approval Date, if any, the Company shall amend its By-laws, and the Company and Investor will take all actions necessary to cause the Board to be structured to consist of eleven members, of which four members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as soon as practicable after the Stockholder Approval Date. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate nominees to the Board (subject to right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a)) such that Investor shall have on the Board of Directors a number of representatives equal to a percentage of the total number of members of the Board of Directors that is equal to the percentage of Company Common Stock Beneficially Owned by Investor, on a Fully Diluted Basis; provided, however, that (i) if the Investor would be entitled to a fractional number of representatives, the Investor shall instead be entitled to a number of representatives equal to the next higher number, (ii) in no event shall the Investor be entitled to more than four representatives and (iii) after the occurrence of a Termination Event, if any, Investor shall not be entitled to any representatives on the Board of Directors.
Members of the Board. (a) From and after the Stockholder Approval Date, if any, and until the Preliminary Threshold Date, the Company and Investor shall take all actions necessary to cause the Board to be structured to consist of no less than nine members, of which three members will be designees of Investor (the "Investor Nominees"), two of which shall be chosen at the sole discretion of Investor (the "Initial Investor Nominees") and one of which shall be subject to the reasonable approval of the Company, and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as soon as practicable after the Stockholder Approval Date. If necessary to effectuate the placement of the Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. The Initial Investor Nominees are expected to be Art Solomon and Xxxxx Xxxxx; provided, that Investor may at any time appoint any other person, subject to the provisions of Section 2.1(d) of this Agreement, as an Initial Investor Nominee without the consent of the Company. At any time before the Preliminary Threshold Date, if the total size of the Board is increased, the number of Investor Nominees shall also be increased such that at least one-third of the members of the Board shall be Investor Nominees.
Members of the Board. (a) As of the Closing Date, the Company and Investor will take all actions necessary to cause the Board to be structured to consist of nine members, of which three members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as of the Closing Date. The initial Investor Nominees shall be Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter until the occurrence of a Termination Event, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate three nominees to the Board if the Board is a single class, and one designee per class if the Board is divided into three classes.
Members of the Board. 25.2.1. The Board shall consist of up to 6 (six) members, 3 (three) directors appointed by the Party A(the “Party A Directors”) and three directors appointed by Party B (all of the above - collectively, the “Directors”).
Members of the Board a. The Board consists of six (6) members, three (3) directors to be appointed by the Party A (the “Party A Directors”) and three (3) directors to be appointed by Party B (the “Party B Directors”) (all of the directors shall be collectively referred to as the “Directors”). In the event, however, that Party A fails to pay a portion of the required Milestone Payment, in the event such Milestone Payment has been triggered, and its proportion of equity right ownership of the Company’s Equity rights is reduced accordingly under the JV Agreement, each one-third reduction of such equity right ownership shall cause Party A to forfeit the right to appoint one (1) director, and Party B shall have the right to appoint each such director in its place.
Members of the Board. The Restated Articles shall provide that the Board of the Company shall consist of up to seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles, among which,
Members of the Board. Section 10(1) the Act provides that the Board shall comprise between 12 and 15 members (including its Chairperson) as determined and appointed by the Minister. Under section 10(3), members are variously nominated by the Minister and by a variety of relevant bodies and other office-holders including the Chief Justice, whose nominee shall act as Chairperson as per section 10(4). The terms of office of Board members are set out in section 11 of the Act. Detailed provisions on the Board’s powers, procedures and meetings are respectively set out in sections 13, 14 and 15 of the Act. In line with the Code of Practice for the Governance of State Bodies, the Parole Board is collectively responsible for leading and directing the organisation’s activities and ensuring high ethical standards. While the Board may delegate particular functions to the Chief Executive (see below), the exercise of such delegation does not absolve the Board from the responsibility for the proper governance of the organisation and the duty to supervise the discharge of delegated functions in accordance with an adequate and effective system of internal control. The Board must act on a fully informed and ethical basis, in good faith, with due diligence and care and in the best interest of the State, having due regard to the Board’s legislative responsibilities and the objectives set by the Minister for Justice and/or the Government. Administrative and governance functions for which the Board members, acting collectively, are responsible include (inter alia): • Deciding on the granting, revoking or varying of parole orders; • The overall administration of applicable legal aid schemes; • Keeping all relevant stakeholders, including the Minister, appropriately informed; • Determining a schedule of functions/decisions to be reserved to the Board; • Setting, reviewing and guiding strategic direction, performance objectives and major plans of action; • Ensuring the confidentiality of the records of the organisation; • Ensuring effective management of public funds; • Ensuring that the organisation has sufficiently robust and up-to-date administrative policies and procedures; and • Devising and consistently implementing/overseeing appropriate governance, internal control and risk management policies and procedures.
Members of the Board. The Board will be comprised of (i) up to five (5) Directors appointed by the GC Industrial Member (the “GC Industrial Directors”), which GC Industrial Directors will initially be Xxxxxx Xxxx, Xxxx Xxxxxxx, Ho Xxx Xxxxxx Man, Xxxxxx Xxxxxxx and one additional individual named by the GC Industrial Member at any time after the date hereof, (ii) during the ROFR Period (as defined in the Right of First Refusal Agreement), one (1) Director appointed by the Washington Member (the “Washington Director”), which Washington Director will initially be Xxxx Xxxxxxxxxx, (iii) one (1) Director appointed by the Seaspan Members (the “Seaspan Director”), which Seaspan Director will initially be Xxxx Xxx, and (iv) so long as the Tiger Member is entitled to designate or appoint members of the Board of Managers of GC Industrial, two (2) Directors appointed by the Tiger Member (the “Tiger Directors”), which Tiger Directors will be Xxxxx Xxxx and Xxxxxx Xxxxxx unless otherwise agreed by the Tiger Member and the GC Industrial Member; provided, however, that in the case of the death, resignation or removal of the GC Industrial Director, the Seaspan Director, the Washington Director or any Tiger Director, the Member that designated such Director will be entitled, subject, in the case of the death, resignation or removal of the Seaspan Director, the Washington Director or any Tiger Director, to the approval of the GC Industrial Member, which approval will not be unreasonably withheld, conditioned or delayed, to designate a replacement for such Director for so long as such Member remains entitled to appoint or designate one or more Directors under this Section 6.01(b); provided, further, that, in the event that the Tiger Member ceases to be entitled to appoint or designate members of the Board of Managers of GC Industrial, the Board will consist only of the Seaspan Director, the Washington Director and such number of GC Industrial Directors as shall be determined by the GC Industrial Members. Any Director (other than the Tiger Directors, the Seaspan Director and the Washington Director) may be removed from the Board by the GC Industrial Member. For the avoidance of doubt, upon the expiration or termination of the ROFR Period, the Washington Member’s right to elect a Director to the Board shall automatically terminate and the Board will cease to comprise a Washington Director. Xxxxx Xxxx will serve as the chairman of the Board so long as he serves as a Director unless otherwise determ...
Members of the Board. Other members of the Board, other then the Chairman and the Vice-Chairman, will be registered in the Serbian Business Registers Agency as legal representatives of the Company without the right to conclude contracts or sign documents involving a liability or obligation on the Company unless it is otherwise decided by special decision of all Shareholders. In addition, they will have responsibilities as defined in section 4.8.
Members of the Board. 6.1. Requirements regarding conflicts of interest and exclusion against members of the Board of Directors shall be governed by the provisions of the Shareholders Agreement and the Hungarian Company Act.
