MSC Board Sample Clauses

MSC Board. (a) As soon as reasonably practicable after the Closing Date, MSC shall, upon SSRG’s request, take all actions as are necessary or desirable to enable the four (4) designees of SSRG (the “SSRG Designees”) to be so elected or designated to the board of directors of MSC, including promptly filling vacancies or newly created directorships on the board of directors of MSC and/or promptly securing the resignations of all but one (1) of MSC’s incumbent directors, and shall cause the SSRG Designees to be so elected or designated at such time (such member of the board of directors of MSC immediately prior to any SSRG Designees joining the board of directors of MSC who remains on the board of directors of MSC after the SSRG Designees join the board of directors of MSC, the “Continuing Director”). If at any time the number of directors who is a Continuing Director is reduced to zero, then the other directors on the board of directors of MSC shall designate and appoint to the board of directors of MSC one director who is not a shareholder or affiliate of MSC (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. As soon as reasonably practicable after the Closing Date, MSC shall also, upon SSRG’s request, cause the SSRG Designees to serve on and constitute the same percentage (rounded up to the next whole number) as is on the board of directors of MSC of (i) each committee of the board of directors of MSC, (ii) each board of directors (or similar body) of each Subsidiary of MSC and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Legal Requirements. (b) MSC’s obligations to appoint the SSRG Designees to the board of directors of MSC shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. MSC shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.8, including mailing to MSC’s shareholders any information required by Section 14(f) and Rule 14f-1 to enable the SSRG Designees to be elected or designated to the board of directors of MSC at the time or times contemplated by this Section 1.8. SSRG shall supply or cause to be supplied to MSC any information with respect to SSRG, its officers, directors and Affiliates, and the proposed SSRG Designees to the board of directors of MSC required by Section 14(f) and Ru...
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Related to MSC Board

  • 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.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • 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.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

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