Number and Composition. The Board of Directors shall consist of a maximum of eleven (11) members, of which, subject to the provisions of Section 2.2 hereof, (i) two (2) directors shall be designated by the E-House Group Shareholders (the “E-House Directors”), (ii) two (2) directors shall be designated by the SINA Group Shareholders (the “SINA Directors”), and (iii) such other directors as, from time to time, may be agreed between the E-House Group Shareholders and the SINA Group Shareholders.
Number and Composition. The Board and the board of directors of any Group Company, shall at all times consist of not more than nine Directors, comprising the following:
Number and Composition. The Board shall initially consist of five (5) Directors. BioAmber Lux shall have the right to nominate three (3) Directors and Mitsui shall have the right to nominate two (2)
Number and Composition. (i) The Shareholders shall be entitled to appoint Directors in accordance with Sections 4.3(a)(ii) to 4.3(a)(iv) below. For the avoidance of doubt, the number of Directors constituting the entire Board initially shall be eight.
(ii) For as long as the Series A Shareholders as a group continue to hold 50% or more of the number of Series A Preferred Shares (as adjusted for share splits, combinations and other similar events) held by such group as of the date hereof, one person shall be appointed by the Series A Shareholders (the “Series A Director”) by notice in writing to the Company and elected to the Board.
(iii) For as long as the Series B Shareholders as a group continue to hold 50% or more of the number of Shares (on an as-converted basis and as adjusted for share splits, combinations and other similar events) held by such group as of the date hereof, one person shall be appointed by the Series B Shareholders (each a “Series B Director”) by notice in writing to the Company and elected to the Board.
(iv) Any seat on the Board not occupied by a Series A Director or Series B Director shall be nominated by the holders of Ordinary Shares who does not hold any Preferred Shares as of the date hereof. For the avoidance of doubt, initially, six nominees of the Founder Shareholders (each a “Founder Director”) shall be elected to the Board.
(v) In addition, each of EIL, CEF, OZ and CS shall have the right to appoint one observer (the “EIL Observer”, the “CEF Observer”, the “OZ Observer” and the “CS Observer”, respectively) to the board who will be provided with notices of all meetings and all documentation provided to the directors and shall have the right to attend all Board meetings, but shall not have a right to vote at such meetings.
Number and Composition. The total number of communal police established by this Agreement operating within Kosovo shall not exceed 3,000 active duty law enforcement officers. However, the CIM shall have the authority to increase or decrease this personnel ceiling if he determines such action is necessary to meet operational needs. Prior to taking any such action, the CIM shall consult with the Criminal Justice Administration and other officials as appropriate. The national communities in each commune shall be fairly represented in the communal police unit.
Number and Composition. The number of directors constituting the entire Board shall initially be five. Each Shareholder shall vote its Shares at any Shareholders’ meeting called for the purpose of filing positions on the Board or in any written consent of Shareholders executed for such purpose to elect, and shall take all other actions necessary to ensure the election to the Board of, (i) three nominees of WTW (the “WTW Directors”) and (ii) two nominees of DAP (the “DAP Directors”). The term of office of the directors shall be three years, renewable upon reappointment by the appointing Party.
Number and Composition. The number of Directors constituting the entire Board shall be decided in accordance with Jingdong’s sole and absolute discretion (subject only to Section 5.4(a)), which initially will be ten (10). Each Shareholder shall vote its Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board or in any written consent of Shareholders executed for such purpose to elect, and shall take all other actions necessary to ensure the election to the Board of:
(i) one (1) nominee designated by each of the Lead Investors, for so long as each such Lead Investor is not any Competitor, Adverse Person or an Affiliate of any Competitor or Adverse Person (collectively the “Investor Directors”); and
(ii) any nominees designated by Jingdong (the “Jingdong Directors”) for the remaining seats of the Board.
Number and Composition. The number of Directors constituting the entire Board as of the date hereof shall be five. Each Shareholder shall vote its Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board or in any written consent of Shareholders executed for such purpose to elect, and shall take all other actions necessary to ensure the election to the Board of, (i) two nominees of Tencent (the “Tencent Directors”), and (ii) three nominees of Sohu Search (the “Sohu Search Directors”).
Number and Composition. The number of directors constituting the entire board of directors of each Offshore Group Company initially shall be five. Each Shareholder shall vote its shares at any Shareholders Meeting called for the purpose of filling the positions on the board of directors or in any written consent of Shareholders executed for such purpose to elect, and shall take all other actions necessary to ensure the election to the board of directors of each Offshore Group Company of, (i) three nominees of the Controlling Shareholders (with such nomination right to be exercised by Sunny Ocean in respect of the Company and by the Controlling Shareholders in respect of Cayman Holdco) (the “Controlling Shareholder Directors”), one of which shall be Xx. Xxx and (ii) two nominees nominated by the Majority Holders (with such nomination right exercised by the holder of the Golden Share) (the “Investor Directors”). Notwithstanding the foregoing, (a) if the Holders together hold more than 50% of all Cayman Holdco Ordinary Shares calculated on a fully-diluted basis, directly or indirectly, then the Majority Holders shall be entitled to nominate such additional number of directors so that Investor Directors make up a majority of the board of directors of each Offshore Group Company, and (b) upon the occurrence of any Event of Default, each Shareholder shall procure that all Controlling Shareholder Directors are removed from the board of directors and that such additional nominees of the Majority Holders be appointed as the Majority Holders may request, in each case within one Business Day after the occurrence of such Event of Default.
Number and Composition. The number of members constituting the entire Board shall be six; PROVIDED, HOWEVER, that if the Second Option is exercised and IWC funds the purchase by the Company of the Second Option Shares pursuant to Section 5.3, then the number of members constituting the Board shall be reduced to five. Each Shareholder shall vote its Shares at any Shareholders' Meeting called for the purpose of filling the positions on the Board or in any Written Resolution executed for such purpose to elect, and shall take all other actions necessary to ensure the election to the Board of initially, (i) three nominees of IWC and (ii) three nominees of SA Wireless, and if the number of members constituting the Board is reduced to five as provided in the proviso to the first sentence of this Section 6.3.2, then (i) three nominees of IWC and (ii) two nominees of SA Wireless. Each Shareholder who has a right to nominate a director (a "Nomination Right") pursuant to this Section 6.3.2 shall not be permitted to transfer its Nomination Right in connection with any Transfer of its Securities without the prior written consent of all other Shareholders who have Nomination Rights at the time of such Transfer.
