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.
(b) From and after the Preliminary Threshold Date and until the Second 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 at least two members will be Investor Nominees, and the Company and Investor will take all actions necessary to cause such nominees to become, or continue to be, members of the Board as soon as practicable after the Preliminary Threshold Date. At any time before the Second Threshold Date, if the total size of the Board is increased, the number of Investor Nominees shall also be increased such that at least two-ninths of the members of the Board shall be Investor Nominees.
(c) From and after the Second Threshold Date and until the Final 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 at least one member will be an Investor Nominee, and the Company and Investor will take all actions necessary to cause such nominee(s) to become, or continue to be...
Members of the Board. (a) Until a Termination Event, the Company and the Stockholders shall take all action necessary to cause: (i) the number of Directors comprising the Board to be equal to fifteen (15) (subject to increase in the case of an Adverse Event, as provided below), (ii) the holders of Preferred Stock, voting separately as a single class, as set forth in the Preferred Stock Certificates of Designations, to have the exclusive right to elect a minimum of three (3) Directors (each such Director, a "Preferred Stock Director"), (iii) any increases in the size of the Board to result in an increase in the number of Preferred Stock Directors (rounded up to the next whole number) such that Preferred Stock Directors represent at least 20 percent (20%) of the votes exercisable by the Board, and (iv) at least a proportionate number (rounded up to the next whole number) of Preferred Stock Directors to serve on each committee of the Board (provided that with respect to the Executive Committee, the Executive Committee shall consist of five members, of which two members shall be Preferred Stock Directors), and at least one Preferred Stock Director to serve on the board or other governing body of each of the Company's subsidiaries and affiliates, other than operational home building companies. In the event (an "Adverse Event") that on any date following the Second Closing that is 60 days after the end of a fiscal quarter of the Company (a "Test Date") both (i) the Average Trading Price of the Common Stock is below $4.375 per share (provided that such amount shall be adjusted for reverse stock splits, recapitalizations and other similar events) and (ii) (x) the percentage change in the EBT per share of the Company (of the Common Stock issued and outstanding) for the most recent two fiscal quarters as measured against the same two fiscal quarters from the prior fiscal year is less than (y) the percentage change in the EBT per share (of the Common Stock issued and outstanding) of the Comparable Group for the same period as compared against the EBT per share (calculated on the same basis) of the Comparable Group during the same period in the prior fiscal year then the Company and the Stockholders shall take all action necessary to cause: (i) the holders of Preferred Stock voting separately as a single class, to elect Preferred Stock Directors sufficient to cause the Preferred Stock Directors to constitute a majority of the Board and all committees of the Board, including the Executive C...
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”).
25.2.2. Directors shall be appointed, by notice in writing to the Company, by the Shareholder entitled to appoint such Director, as set forth above. Subject to Section 12.1.5 (Payment Default), A Director shall only be dismissed and/or replaced by the Shareholder that appointed him/her. The term of office of the Directors will be renewed every four (4) years.
25.2.3. The chairperson of the Board of directors will preside at every meeting of the Board. The Chairperson of the Board will be one of the Directors appointed by Party B, initially Mx. Xxxxx Xxxxxxx. The chairperson of the Board will be the legal representative of the Company. The Vice Chairperson of the Board will be appointed by the Party A. If at any meeting the Chairperson is not present within fifteen (15) minutes of the time fixed for the meeting, the Directors present shall choose someone to be the Chairperson of such meeting. Subject to the terms of Section 25.5 below (Protective Provisions), the Chairperson shall be entitled to an additional or casting vote in a Board meeting.
25.2.4. A Director may appoint an alternate for a specific matter or for a certain meeting, by issuance of notice in this regard to the Company, at least 2 days prior to the date of the Board meeting. If a Director serves as an alternate for one or more additional directors, he/she shall have the number of votes equal to the number of directors he/she represent.
25.2.5. None of the Directors or alternate Directors shall be entitled to receive from the Company any remuneration for their services as Directors.
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,
(i) Dehui (upon its exercise of applicable Warrant it held, and so long as it holds no less than 15% of the Shares Company, calculated on an as converted and as diluted basis) shall be entitled to nominate and procure the removal of one (1) director (“Dehui Director”);
(ii) Ctrip (upon its exercise of applicable Warrant it held, and so long as it holds any Shares of the Company) shall be entitled to nominate and procure the removal of one (1) director (“Xiecheng Director”);
(iii) Legend (upon its exercise of applicable Warrant it held, and so long as it holds any Shares of the Company) shall be entitled to nominate and procure the removal of one (1) Director (“Legend Director”, together with Dehui Director and Xiecheng Director, the “Investor Directors”, each an “Investor Director”); and
(iv) the Founder Holdcos shall be entitled to nominate and procure the removal of four (4) Directors (the “Founder Directors”) including the chairman of the Board.
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. Prior to the Closing, the Board is comprised of three members of management of Gottschalks, one person related to certain members of management of Gottschalks and five independent directors. Immediately following the Closing, Gottschalks, Management and ECI will take all action necessary to cause two Investor Nominees (hereinafter defined) to be added to the Board. Thereafter, subject to the terms of this Agreement, at each annual or special meeting of stockholders of Gottschalks at, or the taking of action by written consent of stockholders of Gottschalks with respect to, which any Directors are to be elected, Gottschalks, Management and Investor will take all action required by this Agreement to cause the Board to be structured to consist of eleven (11) members, of which two (2) members will be designees of ECI (the "Investor Nominees") and the remaining nine (9) members will consist of members of management or persons affiliated with management that are designated by Management (the "Management Nominees") and independent directors (the "Independent Nominees"), collectively, the "Designated Board"; provided, however, that the Designated Board shall be increased to twelve (12) members, and Investor shall be entitled to a total of three (3) representatives on the Designated Board, if and during such time as Investor Beneficially Owns a number of shares of Gottschalks Common Stock equal to at least 30% of the outstanding Gottschalks Common Stock, on a fully diluted basis.
Members of the Board. The Board shall be comprised of not less than one (1) and not more than five (5) managers that are natural persons (each, a “Director” and collectively, the “Directors”). The exact number of Directors shall be five (5), comprised of the following persons: (i) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of greater than 50%, three (3) Directors designated by the WindHQ Members (each Director designated by the WindHQ Members, a “WindHQ Director”), (ii) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 25% and no more than 50%, two (2) WindHQ Directors, (iii) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 10% and no more than 25%, one (1) WindHQ Director, (iv) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of greater than 50%, three (3) Directors designated by the Cipher Members (each Director designated by the Cipher Members, a “Cipher Director”), (v) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 25% and no more than 50%, two (2) Cipher Directors, and (vi) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 10% and no more than 25%, one (1) Cipher Director. If any Member Group loses the right to appoint any Director as a result of a change in the aggregate Unit Sharing Percentage represented by the Units collectively owned by the Members of such Member Group in accordance with the immediately preceding sentence, then the Members of such Member Group shall designate for removal from the Board the applicable number of Directors then in office previously designated by the Members of such Member Group (provided that if the Members of such Member Group fail to so designate Directors for removal within one (1) Business Day of the applicable change in Unit Sharing Percentage, then the Members of the other Member Group shall be entitled to designate such Directors for removal), and such Directors shall be deemed to have resigned, and been removed, from the Board and each committee thereof on which such persons serve, in each case without any further action required by such Directors, the Company, the Board or the Members, and the Members of the other Member Group shall b...
Members of the Board. The Board shall be composed of nine members. Three members shall be selected by Xxxxxxxx County School District, two members shall be selected by Xxxxxxx County School District, two members shall be selected by Sheridan College , and two members shall be selected by S CSD # 1 . Appointments to the Board shall be established yearly by the b oards of trustees of Xxxxxxxx County School District, Sheridan College, Xxxxxxx County School District, and SCSD #1. The appointing b oard of trustees shall be responsible for the replacement of any vacancy which shall occur in an appointed position, which appointment shall be for the balance of the unexpired term.
Members of the Board. In accordance with the provisions of Schedule 1 to the Act, the Board will consist of a Chairperson and such number of members as the Minister, after consultation with the Minister for Health, may from time to time as the occasion requires appoint. The term of office of Board members will be five years. The Board will have as an ordinary member at least one approved medical officer. The Board currently consists of four members and generally sits in a panel of three to review cases.
Members of the Board of Advisors shall remain members of the Board of Advisors until their resignation, removal or death. Any member of the Board of Advisors may resign by delivering his or her written resignation to the Board of Advisors. Any member of the Board of Advisors who is an Officer of the Company shall be removed from the Board of Advisors automatically upon the termination of such member's Officer status pursuant to Section 4.06
