Number of Board Members. The Company shall, effective upon Closing and until the termination of this Agreement, take all appropriate actions to fix and maintain a Board of no more than five (5) voting members and the Company shall not change the number of voting members of its Board without the prior written approval of the Qualified Subscribers.
Number of Board Members. The Company shall use its commercially reasonable efforts to cause its Certificate of Incorporation to be amended to increase the number of members on the Board of Directors of the Company to accommodate any additional directors, including, without limitation, the Investor Nominee, to be designated by DBSI pursuant to the terms hereof and/or the Principal Additional Investor pursuant to the Principal Additional Investor Standstill Agreement.
Number of Board Members. The Board shall initially consist of nine (9) members and thereafter shall consist of such other number as may be determined by the Board, provided that, in each case, the number of Directors shall be sufficient to give effect to the rights of each Principal Shareholder hereunder and under any other then existing obligation of the Company in respect thereof, in each case subject to any minimum or maximum number of Directors as provided under the Company’s Articles. Each Shareholder Group will cast all votes attached to all Common Shares held by such Shareholder Group, whether at any annual or special meeting by written consent or otherwise, to give effect to the foregoing.
Number of Board Members. The Board shall be comprised of nine (9) Directors, each of whom shall be designated, elected, removed and or replaced according to the applicable provisions in Section 5.1(b).
Number of Board Members. 2.1 The Corporation hereby represents and warrants that it has taken all requisite action (corporate or otherwise) to increase the authorized number of directors of the Corporation to five (5) and to cause three individuals selected by Active Management, L.L.C. to be duly elected to the Board of Directors of the Corporation (the "Board"), effective as of the execution hereof.
Number of Board Members. At all times prior to the effective time (the "Closing Time") that Blue Cross and Blue Shield of Missouri, Inc., a Missouri general business corporation which will be a wholly owned subsidiary of the Corporation immediately prior to the Closing Time, merges into RightCHOICE Managed Care, Inc., a Delaware corporation which will be a wholly owned subsidiary of the Corporation immediately prior to the Closing Time, the total number constituting the members of the Board shall be three (3). From and after the Closing Time, the total number constituting the members of the Board shall be fifteen (15). These numbers are exclusive of the Executive Director who, from the time of his or her election, shall be an ex officio, non-voting member of the Board.
Number of Board Members. [The board of directors of a credit institution must consist of at least five members. The board of directors of an investment firm must consist of at least three members.]1) [Alternates shall be appointed to the board of directors of the financial undertaking. There must be at least two alternates for the board of directors of a financial undertaking.]2)
Number of Board Members. The Board of Directors (the “Board”) shall consist of a number of Members that shall in any case shall be no less than 9 (nine) and no more than 30 (thirty). The Board shall annually determine the size of the Board for the next 12 months by: a) allocating two Board seats for elected Professional Members; b) offering each Directing Member a Board seat that wishes to appoint a Director; c) creating a number of seats for elected Organizational Members equal to the number of Directing Members taking seats divided by 3 and rounding up the result; d) Creating additional seats for elected Organizational Members, if necessary, to make a minimum of nine (9) seats in total and a minimum of three Organizational Members. The Consortium will hold an annual Board election as described in these bylaws to select Directors from the Professional and Organizational membership. All elected Directors shall serve for a one year term. If a new Directing Member is approved by the Board then they will be immediately granted a seat on the Board.
Number of Board Members. The Board of Directors shall initially consist of an even number of members not greater than ten. The Beneficial Owners of each of the Class A Interest and the Class B Interest shall have the power at all times to appoint up to 50% of the Board of Directors (each director so appointed by the Beneficial Owner of the Class A Interest hereinafter referred to as the "Class A Designated Director" and each director so appointed by the Beneficial Owner of the Class B Interest hereinafter referred to as the "Class B Designated Director"). The Beneficial Owners of each of the Class A Interest and the Class B Interest shall have the right, at any time without cause, to remove any of the directors appointed by them upon prior written notice to the Trustee and the Beneficial Owner of the other Class. If the Beneficial Owner of the Class A Interest has not appointed all the directors that it is entitled to appoint, the Beneficial Owner of the Class B Interest shall have the right to appoint such directors (each, an "Additional Class B Director"); provided, however, the Beneficial Owner of the Class A Interest shall have the right, at any time without cause (upon prior written notice), to remove any Additional Class B Director, provided, further, that in no event shall the Beneficial Owner of the Class A Interest have the right to remove, at any time, more directors than such Beneficial Owner is entitled to appoint at such time. The Beneficial Owner of the Class A Interest shall have the right to appoint other members to the Board of Directors in place of any directors removed by such Beneficial Owner.
Number of Board Members. The Board shall be the principal body of the Company and shall supervise the Management Board. The day-to-day operations of the Company shall be managed by the Management Board, which shall be comprised of two members. The members of the Management Board shall include an individual designated by Browx, xxd ABN Amro Trust Company (Curacao) N.V. (or another Netherlands Antilles trust company acceptable to the New Investors and Browx); xrovided however, that all members of the Management Board shall have equal power. All authority not specifically granted to the Board and the Management Board shall reside with the general meeting of Shareholders (the "General Meeting"), subject to Section 9.2 hereof, the Articles of Incorporation and Netherlands Antilles law. The Board shall consist of seven members, provided that the number of members may be expanded to either nine or eleven members under the circumstances set forth in this Section 8.2(a). If GE Capital elects to nominate a Board member as provided in Section 8.3(a), then the Board nevertheless will continue to have seven members if (i) any Shareholder entitled to appoint a Board member voluntarily relinquishes its right to do so and causes the resignation of its representative on the Board, or (ii) the Board decides by majority vote to replace the member it has previously designated by the GE Capital nominee. If neither of the events described in (i) or (ii) above occur, then the Board shall be expanded to nine members, by the addition of the member nominated by GE Capital and a member appointed by Mr. Xxxxx, xx at his option, by the majority of the Board. The Board may be expanded to up to eleven members by the nomination by Browx xxx DST, or the New Investors, of two additional Board members as provided in this Section 8.2 and Section 8.3(a). Any expansion of the Board beyond eleven members shall require the affirmative vote of a majority of the Board including one member nominated by each of the New Investors and one member nominated by either of Browx xx DST. Prior to the occurrence of any of the events set forth in Schedule 15 (each a "Voting Flipover Event" and collectively the "Voting Flipover Events") attached hereto and made a part hereof, and for so long as they are Shareholders, each of Browx xxx DST shall be entitled to designate one additional member of the Board. At any time after the Closing, and prior to the occurrence of a Voting Flipover Event, Browx xxx DST may expand the Board to nine or...
