Number of Directors. (a) From and after the ATG IPO Effective Date, the Company shall nominate (or shall cause the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors (the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the Board shall be, initially composed of up to thirteen (13) Directors. (b) Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director). (c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Shares. (d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1). (e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim. (f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 2 contracts
Samples: Stockholders Agreement (AutoTrader Group, Inc.), Director Nomination Agreement (AutoTrader Group, Inc.)
Number of Directors. (a) From and after the ATG IPO Effective Date, the Company shall nominate (or shall cause the nomination of) seven two (72) individuals designated by Manheim Providence to stand for election as Directors (the “Manheim Providence Directors”) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the Board shall be, initially composed of up to thirteen (13) Directors.
(b) Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim Providence hereunder to nominate the number of Directors Manheim Providence is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim Providence shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the following shall apply: (A) the number of Manheim Providence Directors shall be reduced (x) by seven one (71) from and after the time Manheim Providence and its Affiliates consummate one or more Sales and and, immediately thereafter, Manheim, the CEI Related Parties Providence and their respective its Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%), but greater than or equal to five percent (5%), of the total number of Outstanding Shares and (y) by two (2) from and after the time Providence and its Affiliates consummate one or more Sales and immediately thereafter, Providence and its Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than five percent (5%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least and a Related Party Committee, initially composed of two (2) Directors, in each case, at least one (1) of whom shall be Manheim Directors a Providence Director (so long as Manheim Providence is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim Providence shall be entitled to have representation on each such committee (so long as Manheim Providence is then entitled to nominate Directors at least one (1) Director consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members one member designated by ManheimProvidence.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim Providence shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 2 contracts
Samples: Stockholders Agreement (AutoTrader Group, Inc.), Director Nomination Agreement (AutoTrader Group, Inc.)
Number of Directors. (ai) From The business and after affairs of the ATG IPO Effective DateCorporation shall be managed by, or under the direction of, the Company Board. Unless and except to the extent that the Amended and Restated By-laws of the Corporation (as such By-laws may be amended from time to time, the “By-laws”) shall nominate (or shall cause so require, the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors of the directors of the Corporation (the “Manheim Directors”) at each annual need not be by written ballot. Except as otherwise provided for or special meeting fixed pursuant to the provisions of stockholders at Section 5.2 of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total number of Directors constituting the entire Board shall be not less than three (3) nor more than thirteen (13), with the then authorized number of Directors constituting the entire Board being fixed from time to time by the Board.
(ii) During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Section 5.2 (“Preferred Stock Directors”), upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of Directors are to shall automatically be electedincreased by such specified number of Preferred Stock Directors, and the Company holders of the related Preferred Stock shall cause be entitled to elect the Board Preferred Stock Directors pursuant to bethe provisions of the Board’s designation for the series of Preferred Stock and (ii) each such Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, and the Board shall beor until such Preferred Stock Director’s right to hold such office terminates pursuant to such provisions, initially composed of up whichever occurs earlier, subject to thirteen (13) Directors.
(b) Subject to any limitations on the size of his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the Bylawsresolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect Preferred Stock Directors are divested of such right pursuant to the provisions of such stock, the size terms of office of all such Preferred Stock Directors elected by the Board may be increased holders of such Preferred Stock, or decreased at elected to fill any time by a majority vote vacancies resulting from the death, resignation, disqualification or removal of such Preferred Stock Directors, shall forthwith terminate and the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the total and authorized number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Sharesaccordingly.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 2 contracts
Samples: Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.)
Number of Directors. The Company’s Amended M&AA shall provide that the Board consists of up to sixteen (a16) From members, and after the ATG IPO Effective Datenumber of directors shall not be changed except pursuant to any other provision in this Agreement or pursuant to an amendment to this Agreement and the Amended M&AA. So long as the Founder directly or indirectly holds no less than seventy percent (70%) of the Shares he holds as of the date of this Agreement, the Founder Holding Company shall nominate be entitled to appoint the chief executive officer of the Company as a director (or who shall cause also be the nomination ofchairman of the Board) and another seven (7) individuals designated by Manheim to stand for election persons as Directors directors (i.e., eight (8) persons in total, the “Manheim Ordinary Directors”” collectively) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the Board shall be, initially composed of up to thirteen (13) Directors.
(b) Subject to any limitations serve on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with so long as KINGKEY holds any change that results in the size Shares of the Board exceeding thirteen (13) DirectorsCompany, Manheim KINGKEY shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least remove one (1) Director consistent with director to serve on the provisions Board (the “KINGKEY Director”); so long as LC holds any Shares of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determinethe Company, and Manheim LC shall be entitled to have representation designate and remove one (1) director to serve on each such committee the Board (the “LC Director”); so long as Manheim is then Xxxxxxxxx holds any Shares of the Company, Xxxxxxxxx shall be entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body designate and remove one (or any committee thereof1) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), director to serve on the Board (the “Xxxxxxxxx Director”); so long as it exists immediately prior Tiger holds any Shares of the Company, Tiger shall be entitled to designate and remove one (1) director to serve on the Board (the “Tiger Director”); so long as WP holds any Shares of the Company, WP shall be entitled to designate and remove one (1) director to serve on the Board (the “WP Director”); so long as Baidu holds any Shares of the Company; Baidu shall be entitled to designate and remove one (1) director to serve on the Board (the “Baidu Director”); so long as JC holds any Shares of the Company, JC shall be entitled to designate and remove one (1) director to serve on the Board (the “JC Director”); and so long as TPG holds any Shares of the Company, TPG shall be entitled to designate and remove one (1) director to serve on the Board (the “TPG Director”). Each director of the Company shall be entitled to one vote for the purpose of any Board meeting or written Board resolution, provided that in case of an equality of votes the director who is the chairman of the Board shall have a second or casting vote (for the avoidance of doubt, the foregoing sentence shall not prejudice Section 8.2). If there is any vacancy on the Ordinary Directors, the Founder, in his capacity as a Director, is entitled to such number of votes at all meetings of the Board or of any committee as are equal to the effectiveness number of this Agreement) shall takevacated Ordinary Director positions plus one, and Manheim shall take, all action necessary until the vacancy has been filled by the vote or advisable as may be required under written consent of the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereofFounder Holding Company.
Appears in 2 contracts
Samples: Shareholder Agreement (Uxin LTD), Shareholder Agreement (Uxin LTD)
Number of Directors. (a) From and after the ATG IPO Effective Datedate hereof, the Company Board shall be composed of nine (9) Directors, who shall be designated and nominated as follows: (i) Manheim shall be entitled to designate and nominate five (or shall cause 5) Directors to the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors Board (the “Manheim Directors”); (ii) at each annual or special meeting Providence shall be entitled to designate and nominate two (2) Directors to the Board (the “Providence Directors”); (iii) KPCB shall be entitled to designate and nominate one (1) Director to the Board (the “KPCB Director”); and (iii) the individual serving as Chief Executive Officer of stockholders at which the Company from time to time shall be designated and nominated as a Director (the “CEO Director”). Initially, the Manheim Directors are to shall be electedXxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxx, Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx; the Providence directors shall be Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxx; the KPCB Director shall be Xxxxxx Xxxxx; and the Company CEO Director shall cause the Board to bebe Xxxxxx X. Xxxxx, and the Board shall be, initially composed of up to thirteen (13) Directors.
(b) III. Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (ix) no such action may eliminate the right of Manheim any Stockholder hereunder to designate and nominate the number of Directors Manheim such Stockholder is entitled to designate and nominate pursuant to this Agreement and and, (iiy) in connection with any change that results in the size of the Board exceeding thirteen nine (139) Directors, Manheim each of Manheim, Providence and KPCB shall be entitled to designate individuals to stand for election as and nominate additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to 2.1. Each Director shall serve on the nearest whole Board at the pleasure of the Stockholder that nominated such Director).
(c) , and, in the case of the CEO Director, only so long as such individual serves as the Chief Executive Officer of the Company. Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim no Stockholder shall be entitled to have representation on each nominate or designate a Director if it Sells any Shares and immediately after such committee (so long Sale, such Stockholder, together with its Affiliates, no longer qualifies as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1)a Holder. The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking)Board, the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim the Stockholders shall take, take all necessary action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof. The Board may establish committees for such purposes as it shall determine, and in such case Manheim, Providence and KPCB shall be entitled to have representation on each such committee. The governing body (or any committee thereof) of any Subsidiary shall have the same composition as the Board of Directors.
Appears in 1 contract
Number of Directors. (a) From Except as otherwise provided for or fixed pursuant to the provisions of Section 4.2(b) of this Second Amended and after Restated Certificate relating to the ATG IPO Effective Daterights of the holders of any series of Preferred Stock to elect additional Directors, the Company shall nominate total number of Directors constituting the entire Board shall, (or shall cause a) as of the nomination of) date of this Second Amended and Restated Certificate, be seven (7) individuals designated and (b) thereafter, shall be fixed solely and exclusively by Manheim one or more resolutions adopted from time to stand for election as Directors (time by the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the Board shall be, initially composed of up to thirteen (13) DirectorsBoard.
(b) Subject During any period when the holders of any series of Preferred Stock have the right to any limitations on elect additional Directors as provided for or fixed pursuant to the size provisions of Section 4.2(b) (“Preferred Stock Directors”), upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of Directors shall automatically be increased by such specified number of Preferred Stock Directors, and the holders of the related Preferred Stock shall be entitled to elect the Preferred Stock Directors pursuant to the provisions of the Board’s designation for the series of Preferred Stock and (ii) each such Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such Preferred Stock Director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the Bylawsresolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect Preferred Stock Directors are divested of such right pursuant to the provisions of such stock, the size terms of office of all such Preferred Stock Directors elected by the Board may be increased holders of such Preferred Stock, or decreased at elected to fill any time by a majority vote vacancies resulting from the death, resignation, disqualification or removal of such Preferred Stock Directors, shall forthwith terminate and the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the total and authorized number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Sharesaccordingly.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 1 contract
Number of Directors. (i) The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Unless and except to the extent that the By-laws of the Corporation (as such By-laws may be amended from time to time, the “By-laws”) shall so require, the election of the directors of the Corporation (the “Directors”) need not be by written ballot. Except as otherwise provided for or fixed pursuant to the provisions of Section 5.2 relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total number of Directors constituting the entire Board shall, (a) From as of the date of this Certificate of Incorporation, initially be five and after (b) thereafter, shall be fixed exclusively by one or more resolutions adopted from time to time by the ATG IPO Effective DateBoard.
(ii) Other than any Preferred Stock Directors, if any, the Company Board shall nominate be and is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to such classes, with such assignment becoming effective as of the effectiveness of this Certificate of Incorporation. In case of any increase or decrease, from time to time, in the number of Directors, the number of Directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of Directors shall shorten the term of any incumbent Director.
(or iii) Other than any Preferred Stock Directors, if any, each Director shall cause serve for a term ending on the nomination of) seven (7) individuals designated by Manheim date of the third annual meeting following the annual meeting at which such Director was elected; provided, that each Director initially appointed to stand Class I shall serve for election as Directors (an initial term expiring at the “Manheim Directors”) at each Corporation’s first annual or special meeting of stockholders following the effectiveness of this provision; each Director initially appointed to Class II shall serve for an initial term expiring at the Corporation’s second annual meeting of stockholders following the effectiveness of this provision; and each Director initially appointed to Class III shall serve for an initial term expiring at the Corporation’s third annual meeting of stockholders following the effectiveness of this provision; provided further, that the term of each Director shall continue until the election and qualification of a successor and be subject to such Director’s earlier death, resignation or removal.
(iv) During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Section 5.2 (“Preferred Stock Directors”), upon the commencement, and for the duration, of the period during which such right continues: (a) the then total authorized number of Directors are to shall automatically be electedincreased by such specified number of Preferred Stock Directors, and the Company holders of such series of Preferred Stock shall cause be entitled to elect such Preferred Stock Directors pursuant to the Board to be, provisions of any Certificate of Designation for such series of Preferred Stock; and the Board shall be, initially composed of up to thirteen (13) Directors.
(b) Subject each such Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such Preferred Stock Director’s right to any limitations on the size of hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the Bylawsresolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect Preferred Stock Directors are divested of such right pursuant to the provisions of such stock, the size terms of office of all such Preferred Stock Directors elected by the Board may be increased holders of such Preferred Stock, or decreased at elected to fill any time by a majority vote vacancies resulting from the death, resignation, disqualification or removal of such Preferred Stock Directors, shall forthwith terminate and the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the total and authorized number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Sharesaccordingly.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Spree Acquisition Corp. 1 LTD)
Number of Directors. (ai) From The JV Parties and after the ATG IPO Effective DateJoinder Parties shall use best efforts to cause the Articles of Incorporation to provide for Inotera to have a Board of Directors consisting of twelve (12) directors. Subject to Sections 5.1(b)(ii) and 5.1(b)(iii), the Company JV Parties and the Joinder Parties shall nominate (or shall use best efforts to cause the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors (the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are directors to be electeddesignated and elected as follows:
(A) Subject to the following provisions of this Section 5.1(b)(i), (x) MNL shall be entitled to designate five (5) Persons as its representative directors on the Board of Directors; (y) NTC shall be entitled to designate five (5) Persons as its representative directors on the Board of Directors; and (z) two (2) directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, one (1) of whom shall be nominated by MNL, provided that such nominee is reasonably acceptable to NTC, and one (1) of whom shall be nominated by NTC, provided that such nominee is reasonably acceptable to MNL.
(B) If the Company JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(C) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(D) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(E) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(F) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(G) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***]Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(H) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (y) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors.
(I) If the JV Parties and the Joinder Parties [***], (x) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors; and (y) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors.
(ii) Notwithstanding Section 5.1(b)(i), if, pursuant to Applicable Law of the ROC and applicable listing rules, Inotera is required to have at least three (3) directors that are independent of the JV Parties, the JV Parties and the Joinder Parties shall use best efforts to cause the Articles of Incorporation to provide for Inotera to have a Board to be, and the Board shall be, initially composed of up to Directors consisting of thirteen (13) Directors.
directors, three (b3) Subject of which shall be independent directors. The JV Parties and the Joinder Parties shall use best efforts to any limitations on cause twelve (12) of such directors to be designated and elected pursuant to Section 5.1(b)(i) and the size of the Board in the Bylaws, the size of the Board may third independent director to be increased or decreased at any time nominated jointly by a majority vote of the BoardNTC and MNL; provided, however, that (i) no such action may eliminate if NTC and MNL are unable to agree to the right of Manheim hereunder to nominate the number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size nomination of the third independent director, then such independent director shall be nominated by MNL, provided that such nominee is reasonably acceptable to NTC.
(iii) Notwithstanding Sections 5.1(b)(i) and 5.1(b)(ii), from and after January 1, 2016, provided, however, that the Board exceeding thirteen Switch Time shall be an earlier date (13which date shall not be earlier than the earlier of [***] or the date of [***]) Directorsas specified by MNL in a written notice to NTC if not [***] (it being understood and agreed that if it would be [***], Manheim NTC and the Joinder Parties shall use their reasonable efforts to [***]) (the “Board Switch Time”), the JV Parties and the Joinder Parties shall use best efforts to cause the directors to be designated and elected as follows:
(A) Subject to the following provisions of this Section 5.1(b)(iii), (x) MNL shall be entitled to designate individuals to stand for election five (5) Persons as additional Directors, if necessary, to maintain at least the proportionate representation its representative directors on the Board as specified in the first sentence of this Section 2.1 Directors; (rounded up to the nearest whole Director).
(cy) Notwithstanding any other provision of this Agreement, the number of Manheim Directors NTC shall be reduced by seven entitled to designate four (74) from and after the time Manheim and Persons as its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be established), and representative directors on the Board shall establish, an Executive Committee composed of Directors; and (z) three (3) Directors at least two directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, one (21) of whom shall be Manheim Directors (so long as Manheim nominated by MNL, provided that such nominee is then entitled reasonably acceptable to nominate at least NTC, one (1) Director consistent with of whom shall be nominated by NTC, provided that such nominee is reasonably acceptable to MNL, and the provisions third of this Section 2.1)whom shall be nominated jointly by MNL and NTC; provided, however, that if MNL and NTC are unable to agree to the nomination of such third independent director, then such third independent director shall be nominated by NTC, provided that such nominee is reasonably acceptable to MNL.
(eB) The Board may also establish additional committees for such purposes as it shall determineIf the JV Parties and the Joinder Parties [***], and Manheim (x) [***] shall be entitled to have representation designate [***] Persons as its representative directors on each such committee the Board of Directors; (so long as Manheim is then y) [***] shall be entitled to nominate Directors consistent with designate [***] Persons as its representative directors on the provisions Board of this Section 2.1). The governing body Directors; and (or any committee thereofz) [***] directors shall be independent of any Subsidiary the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall have at least two (2) members designated be nominated by Manheim[***], provided that such nominee is reasonably acceptable to [***], [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated [***]; provided, however, that if [***] to the nomination of [***] independent director, then [***] independent director shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(fC) The Company If the JV Parties and the Joinder Parties are [***], (x) [***] shall take (and shall cause the taking), be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as it exists immediately prior to its representative directors on the effectiveness Board of this AgreementDirectors; and (z) [***] directors shall take, and Manheim shall take, all action necessary or advisable be independent of the JV Parties as may be required under the DGCL Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated [***]; provided, however, that if [***] to the nomination of [***] independent director, then [***] independent director shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(D) If the JV Parties and the Bylaws Joinder Parties are [***], (x) [***] shall be entitled to effectuate designate [***] Persons as its representative directors on the provisions Board of this Section 2.1 Directors; (y) [***] shall be entitled to designate [***] Persons as promptly its representative directors on the Board of Directors; and practicable after (z) [***] directors shall be independent of the date hereofJV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated [***]; provided, however, that if [***] to the nomination of [***] independent director, then [***] independent director shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(E) If the JV Parties and the Joinder Parties are [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated [***]; provided, however, that if [***] to the nomination of [***] independent director, [***] independent director shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(F) If the JV Parties and the Joinder Parties are [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; (y) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors; and (z) [***] directors shall be independent of the JV Parties as required under the Applicable Laws of the ROC and applicable listing rules, [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], [***] of whom shall be nominated by [***], provided that such nominee is reasonably acceptable to [***], and [***] of whom shall be nominated [***]; provided, however, that if [***] to the nomination of [***] independent director, [***] independent director shall be nominated by [***], provided that such nominee is reasonably acceptable to [***].
(G) If the JV Parties and the Joinder Parties are [***], (x) [***] shall be entitled to designate [***] Persons as its representative directors on the Board of Directors; and (y) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors.
(H) If the JV Parties and the Joinder Parties are [***], (x) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors; and (y) [***] shall be entitled to designate [***] Person as its representative director on the Board of Directors.
Appears in 1 contract
Number of Directors. (a) From and after Subject to the ATG IPO Effective Dateright of the Nominating Committee to approve nominees for Director as set forth in Section 4.7, the Company Board of Directors shall nominate (or shall cause the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors consist of eleven members, of which four members (the “Manheim Directors”"Investor Nominees") will be designees of Lazard Freres Real Estate Investors L.L.C. ("Investor") (at least one in each class of the Board). Thereafter, at each annual or special meeting of stockholders at shareholders of the Company with respect to which any class of Directors are is to be elected, Investor shall have the right (but not the obligation) to designate nominees to the Board (subject to the right of the Nominating Committee to approve nominees for Director as set forth in Section 4.7) 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 (as defined in the Stock Purchase Agreement dated as of July 14, 1997, by and among Investor, Prometheus Assisted Living LLC and the Company shall cause (the Board to be"Stock Purchase Agreement")) Beneficially Owned (as defined in the Stockholders Agreement dated as of July 14, 1997, by and among Investor, Prometheus Assisted Living LLC and the Board shall beCompany (the "Stockholder's Agreement") by Investor, initially composed of up to thirteen on a Fully Diluted Basis (13) Directors.
(b) Subject to any limitations on the size of the Board as defined in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the BoardStock Purchase Agreement); provided, however, that (i) no such action may eliminate if the right of Manheim hereunder Investor would be entitled to nominate the a fractional number of Directors Manheim is representatives, the Investor shall instead be entitled to nominate pursuant a number of representatives equal to this Agreement and the next higher number, (ii) in connection with any change that results in no event shall the size of the Board exceeding thirteen (13) Directors, Manheim shall Investor be entitled to designate individuals to stand for election more than four representatives and (iii) after the occurrence of a Termination Event (as additional Directorsdefined in the Stock Purchase Agreement), if necessaryany, Investor shall not be entitled to maintain at least the proportionate representation any representatives on the Board as specified in of Directors." RESOLVED, that the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) Bylaws of the total number of Outstanding Shares.
(d) The Company shall establish (are hereby amended by removing Section 3.3 in its entirety and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent replacing it with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.following paragraph:
Appears in 1 contract
Number of Directors. (a) From and after the ATG IPO Effective Date, the Company shall nominate (or shall cause the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors (the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the The Board shall be, initially be composed of up to thirteen ten (13) Directors.
(b) Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the number of Directors Manheim is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (1310) Directors, who shall be nominated and elected by the Stockholders as of the date of this Agreement as follows: Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole Director).
(c) Notwithstanding any other provision of this Agreement, the number of Manheim Directors shall be reduced by nominate seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal Directors to less than ten percent (10%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom the "Manheim Directors"); ADP shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with to the provisions of this Section 2.1Board (the "ADP Director").
; Landmark and ATCHI shall jointly be entitled to nominate one (e1) The Director to the Board may also establish additional committees for such purposes as it shall determine, (the "Landmark Director"); and Manheim KPCB shall be entitled to nominate one (1) Director to the Board (the "KPCB Director"). Initially, the Manheim Directors shall be Jamex X. Xxxxxxx, X. Dennxx Xxxxx, Xxrrxxx Xxxolli, Davix X. Xxxxxxxx, Xxan X. Xxxxxx, Xxbexx X. X'Xxxxx xxx Victxx X. Xxxxx XXX; initially, the ADP Director shall be Allax Xxxxxxxx; xxitially, the Landmark Director shall be Richxxx X. Xxxxx, XXI; and initially, the KPCB Director shall be Josexx Xxxxx; xxovided, however, Landmark and ATCHI shall be entitled initially to nominate Guy X. Xxxxxxxx, XXI as an alternate Director who shall be entitled to attend all Board meetings in an observer capacity and who, in the absence of the nominated Landmark Director at any Board meeting shall be deemed a Director and shall have representation full power and authority to act (including power to vote) as Landmark's "Director" for all purposes at such meeting. Each Director shall serve on each the Board at the pleasure of the Stockholder that nominated such committee Director. The right of ADP to nominate a Director shall terminate if at any time ADP's shares of the total voting power of the Shares is less than five (so long as Manheim is then 5) percent. No Stockholder (other than ADP, to the extent ADP's voting power exceeds the threshold set forth above) shall be entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body a Director if at any time its Percentage Interest is less than five (or any committee thereof5) of any Subsidiary shall have at least two (2) members designated by Manheimpercent.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 1 contract
Number of Directors. (a) From The business and after affairs of the ATG IPO Effective DateCorporation shall be managed by, or under the direction of, the Company Board. Unless and except to the extent that the Amended and Restated Bylaws of the Corporation (as such Bylaws may be amended from time to time, the “Bylaws”) shall nominate so require, the election of the directors of the Corporation (the “Directors”) need not be by written ballot. Except as otherwise provided for or fixed pursuant to the provisions of Section 4.4 of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total number of Directors constituting the entire Board shall, (i) as of the date of this Certificate of Incorporation, be eight (8) and (ii) thereafter, shall cause be fixed exclusively by one or more resolutions adopted from time to time by the nomination ofBoard.
(b) seven Without limiting the Cottonmouth Stockholders’ rights provided under the DGCL, this Certificate of Incorporation or otherwise, with respect to any annual or special meeting of stockholders of the Corporation at which Directors are to be elected, for so long as the Cottonmouth Stockholders and their respective Affiliates Beneficially Own, in the aggregate, Common Stock representing ten percent (710%) individuals designated by Manheim or more of the then outstanding voting power of the Common Stock of the Corporation entitled to stand vote generally in the election of Directors, the Cottonmouth Stockholders shall have the right (but not the obligation) to designate one (1) individual for election as Directors a Director consistent with this Section 5.1(b); provided that the Cottonmouth Stockholders shall permanently, and despite any later increase in its Beneficial Ownership, no longer be entitled to designate a Director nominee at such time as the Cottonmouth Stockholders and their respective Affiliates collectively Beneficially Own Common Stock representing less than ten percent (10%) of the then outstanding voting power of the Common Stock of the Corporation entitled to vote generally in the election of Directors. Each individual who is designated by the Cottonmouth Stockholders pursuant to this Section 5.1(b) or Section 5.2(b), as applicable, is referred to herein as a “Manheim Directors”Cottonmouth Designee” and each Cottonmouth Designee who is thereafter elected or appointed, as applicable, to serve as a Director is referred to herein as a “Cottonmouth Director.” The Cottonmouth Stockholders shall designate each Cottonmouth Designee for nomination by delivering to the Corporation a written notice (email being sufficient) at each least ninety (90) days prior to the first anniversary of the preceding annual meeting (or such shorter period as is agreed from time to time with the Corporation) setting forth the individual to be nominated and such individual’s business address, telephone number and e-mail address. For the avoidance of doubt, with respect to any Cottonmouth Designee, the Cottonmouth Stockholders shall only be required to comply with the provisions of this Section 5.1(b) and shall not be required to comply with the advance notice provisions of the Bylaws with respect to its designation of a Cottonmouth Designee. Notwithstanding anything to the contrary herein, the Cottonmouth Stockholders shall not be entitled to designate an individual for election pursuant to this Section 5.1(b) at any annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and the Board shall be, initially composed of up to thirteen (13) Directors.
(b) Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by elected if a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the number of Directors Manheim Cottonmouth Director is entitled to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) Directors, Manheim shall be entitled to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation then serving on the Board and the election of such individual would result in two or more Cottonmouth Directors serving on the Board (including, for the avoidance of doubt, if a Cottonmouth Director is then serving as specified in a member of the first sentence class of this Section 2.1 (rounded up Directors that is not the class subject to the nearest whole Directorelection at such annual or special meeting).
(c) Notwithstanding With respect to any annual or special meeting of stockholders of the Corporation at which Directors are to be elected, to the extent that the Cottonmouth Stockholders have the right to designate a Cottonmouth Designee pursuant to Section 5.1(b) at such annual or special meeting and subject to the laws of the State of Delaware (including with respect to fiduciary duties under Delaware law), each such Cottonmouth Designee (i) will be nominated and recommended by the Board to be elected as a Director at such annual or special meeting of stockholders and included in the Corporation’s slate of nominees to be elected or appointed to the Board at such annual or special meeting of stockholders, (ii) will be recommended by the Board to the stockholders of the Corporation for a vote in favor of such Cottonmouth Designee, (iii) will be included in any proxy or consent solicitation statement of the Corporation or the Board in favor of any nominees for election or appointment to the Board and (iv) without limiting the foregoing, will receive the Corporation’s best efforts to cause such Cottonmouth Designee to be elected as a Director, including the Corporation providing at least as high a level of support for the election of such Cottonmouth Designee as it provides to any other provision of this Agreement, the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (individual standing for election as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding SharesDirector.
(d) The Company shall establish Until such time that the Corporation is no longer a “Controlled Company” pursuant to Nasdaq Listing Rule 5615(c)(1) (and shall cause to be establishedthe “Trigger Date”), and subject to the Board succeeding provisions of this Section 5.1(d) and Section 5.1(f) of this Article V, the Directors shall establishbe divided into three classes designated Class I, an Executive Committee composed Class II and Class III. Classes I and II shall initially consist of two (2) Directors each and Class III shall initially consist of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determine, and Manheim shall be entitled to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheim.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 1 contract
Samples: Class a Common Stock Purchase Agreement (Verde Clean Fuels, Inc.)
Number of Directors. (a) From For so long as Trident II, L.P. and after the ATG IPO Effective Datecertain of its co-investment vehicles which Trident II, L.P. shall have identified in writing to the Company shall nominate ("Trident") hold shares of the Company's Series A Convertible Stock converted or shall cause convertible into 34,000 shares of Common Stock (as adjusted for any stock split, recapitalization or other event affecting the nomination of) seven (7) individuals designated by Manheim to stand for election as Directors (total equity capitalization of the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are to be electedCompany), and the Company shall cause the Board to be, and the Board shall beconsist of no more than nine directors (each, initially composed a "Director") and Trident shall have the right to designate one member of up the Board (the "Trident A Director") who shall be reasonably acceptable to thirteen (13) the other Directors.
(b) Subject If, when and for so long as Trident holds shares of the Company's second series of preferred stock (expected to be called the "Series B Convertible Preferred Stock") converted or convertible into 100,000 shares of Common Stock (as adjusted for any limitations on stock split, recapitalization or other event affecting the size total equity capitalization of the Company), the Board of Directors of the Company shall consist of no more than nine Directors and Trident shall have the right to designate another member of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim hereunder to nominate the number of Directors Manheim is entitled (the "Trident B Director") who shall be reasonably acceptable to nominate pursuant to this Agreement and (ii) in connection with any change that results in the size of the Board exceeding thirteen (13) other Directors, Manheim shall be entitled in addition to designate individuals to stand for election as additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first sentence of this Section 2.1 (rounded up to the nearest whole any Trident A Director).
(c) Notwithstanding For so long as any other provision share of this Agreementthe Company's Series A Preferred is outstanding, the number holders of Manheim Directors a majority of such shares, voting together as a class, shall have the right to elect at least 25% of the members, and in any case at least one member, of the Board (each, a "Series A Director"); provided that (i) a Trident A Director shall not be reduced by seven deemed a Series A Director and (7ii) at any time there is a Trident A Director, Trident shall abstain from and after the time Manheim voting on, and its Affiliates consummate one or more Sales and immediately thereaftershares shall not be counted in determining the vote required to elect, Manheim, the CEI Related Parties and their respective Affiliates, in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Sharesany Series A Directors.
(d) The Company Founder shall establish (and shall cause be entitled to be established), and the Board shall establish, an Executive Committee composed of three (3) Directors at least two (2) of whom shall be Manheim Directors (a Director or to appoint a representative to serve as a Director for so long as Manheim is then entitled to nominate at least one (1) Director consistent with he serves as an officer of the provisions of this Section 2.1)Company or holds any Equity Stock.
(e) The Board number of directors may also establish additional committees for such purposes as it shall determinethereafter be increased or decreased in accordance with the Certificate and the By-laws, and Manheim shall be entitled subject to have representation on each such committee (so long as Manheim is then entitled to nominate Directors consistent with the provisions of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by ManheimAgreement.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
Appears in 1 contract
Number of Directors. (a) From Each of the Company, Manheim and after Providence agree to, and the ATG IPO Effective DateCompany agrees to take all actions necessary or advisable to effectuate, the Company provisions set forth in this Section 2.1. As of the Effective Date of the Agreement and Consent dated June 14, 2012, by and among the Company, Manheim and Providence (the “Agreement and Consent”), the Board shall be composed of up to fourteen (14) Directors, who shall be designated and nominated as follows: (i) Manheim shall be entitled to designate and nominate (or shall cause the nomination of) seven (7) individuals Directors to the Board; (ii) Providence shall be entitled to designate and nominate two (2) Directors to the Board (the “Providence Directors”); (iii) KPCB shall be entitled to designate and nominate one (1) Director to the Board (the “KPCB Director”); (iv) the individual serving as Chief Executive Officer of the Company from time to time shall be designated and nominated as a Director (the “CEO Director”); and (v) Manheim and Providence together shall be entitled to jointly designate and nominate up to three (3) Directors to the Board by mutual agreement (the “Jointly Designated Directors”).
(b) Notwithstanding the provisions of Section 2.1(a), if at any time a majority of the Directors on the Board are not Directors designated and nominated by Manheim, Manheim shall be entitled, at its option at any time, to designate and nominate such minimum number of additional Directors to the Board such that, such additional Directors, together with all other Directors designated and nominated by Manheim and then serving on the Board, shall constitute a majority of the Directors of the Board (such Directors, the “Additional Manheim Directors”, and the Additional Manheim Directors together with the Directors designated by Manheim pursuant to stand for election as Directors clause (i) above, the “Manheim Directors”) at each annual or special meeting of stockholders at which Directors are to be elected, and the Company shall cause the Board to be, and size of the Board shall be, initially composed be increased to reflect the inclusion of up to thirteen (13) such Additional Manheim Directors.
(bc) As of the Effective Date of the Agreement and Consent, the Board shall be composed as follows: (v) the Manheim Directors shall be Xxxx X. Xxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxx Xx., Xxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxx (with three additional Manheim Directors to be appointed at any time pursuant to Section 2.1(a)(i); (w) the Providence Directors shall be Xxxxxx X. Xxxxxx, Xx. and Xxxxxxx X. Xxxxxxxxx; (x) the CEO Director shall be Xxxxxx X. Xxxxx; (y) the Jointly Designated Directors shall be Xxxx Xxxx (with two additional Jointly Designated Directors to be appointed at any time pursuant to Section 2.1(a)(v); and (z) for avoidance of doubt, KPCB has not designated or nominated a KPCB Director.
(d) Notwithstanding Section 2.5 of this Agreement, (i) as compensation for the services of Xx. Xxxx as a Director, the Company shall compensate him as set forth on Exhibit A attached hereto and (ii) upon the designation and nomination of any other Jointly Designated Director, the Company may compensate each such other Jointly Designated Director for his or her services as a Director at such time and in such amounts as determined by the Board.
(e) Notwithstanding the provisions set forth in Sections 2.3, 2.4 and 2.5 of this Agreement to the contrary, the removal or replacement of the Jointly Designated Directors shall require the mutual agreement of both Manheim and Providence. Subject to any limitations on the size of the Board in the Bylaws, the size of the Board may be increased or decreased at any time by a majority vote of the Board; provided, however, that (i) no such action may eliminate the right of Manheim any Stockholder hereunder to designate and nominate the number of Directors Manheim such Stockholder is entitled to designate and nominate pursuant to this Agreement and (ii) and, in connection with any change that results in the size of the Board exceeding thirteen (1314) DirectorsDirectors (other than pursuant to the Section 2.1(b)), each of Manheim and Providence shall be entitled to designate individuals to stand for election as and nominate additional Directors, if necessary, to maintain at least the proportionate representation on the Board as specified in the first second sentence of this Section 2.1 (rounded up to the nearest whole Director2.1(a).
(cf) Notwithstanding any other provision For the avoidance of this Agreement, doubt and notwithstanding anything to the number of Manheim Directors shall be reduced by seven (7) from and after the time Manheim and its Affiliates consummate one or more Sales and immediately thereafter, Manheim, the CEI Related Parties and their respective Affiliates, contrary set forth in the aggregate, are the beneficial owner (as defined for purposes of Rule 13d-3 under the Exchange Act) of a number of Shares equal to less than ten percent (10%) of the total number of Outstanding Shares.
(d) The Company shall establish (and shall cause to be establishedSection 2.1(e), and the Board shall establishexcept as specifically provided in Section 2.1(b), an Executive Committee composed none of three (3) Directors at least two (2) of whom shall be Manheim Directors (so long as Manheim is then entitled to nominate at least one (1) Director consistent with the provisions of this Section 2.1).
(e) The Board may also establish additional committees for such purposes as it shall determineKPCB, and Providence or Manheim shall be entitled to have representation designate additional Directors to the Board solely as a result of the designation or nomination of any Jointly Designated Director or any Additional Manheim Director to the Board. Each Director shall serve on each the Board at the pleasure of the Stockholder, or Stockholders in the case of the Jointly Designated Directors, that designated and nominated such committee (Director, and, in the case of the CEO Director, only so long as Manheim is then entitled to nominate Directors consistent with such individual serves as the provisions Chief Executive Officer of this Section 2.1). The governing body (or any committee thereof) of any Subsidiary shall have at least two (2) members designated by Manheimthe Company.
(f) The Company shall take (and shall cause the taking), the Board (as it exists immediately prior to the effectiveness of this Agreement) shall take, and Manheim shall take, all action necessary or advisable as may be required under the DGCL and the Bylaws to effectuate the provisions of this Section 2.1 as promptly and practicable after the date hereof.
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