Number of People and Composition Sample Clauses

Number of People and Composition. The Board shall comprise of six Directors, including the Chairman, including (i) two persons nominated by Araco (each, an “Araco Director” and together the “Araco Directors”)), (ii) one person nominated by AACL (the “AACL Director”); and (iii) three independent non-executive directors appointed in accordance with applicable Law, provided that where CAG is no longer listed on the Main Board of HKSE, the number of directors shall be three Directors comprising Araco Directors and the AACL Director or any other number as Araco and AACL may agree in writing. When exercising the powers and performing the obligations of a Director, a Director may, subject to applicable Laws, act as he/she considers to be in the best interests of the CAG Shareholder nominating such Director. The Parties shall exercise, or refrain from exercising, all voting rights available to them in relation to CAG (and all control over their respectively nominated Directors) to procure that all resolutions necessary to appoint or ratify the appointment of Directors to the Board and senior management of CAG in accordance with this Clause is approved.
Sample 1
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Number of People and Composition. The Board shall comprise of five Directors, including the Chairman, including (i) three persons nominated by the Management Holders (each, a “Management Director” and together, the “Management Directors”) and (ii) two persons nominated by the ACP Holders (each, an “ACP Director” and together, the “ACP Directors”); provided that if and when the ACP Holders hold more CAG Shares than the Management Holders, the ACP Holders shall have the right to nominate three Directors and the Management Holders shall have the right to nominate two Directors. When exercising the powers and performing the obligations of a Director, a Director may, subject to applicable Laws, act as he/she considers to be in the best interests of the CAG Shareholders nominating such Director. The Parties shall exercise, or refrain from exercising, all voting rights available to them in relation to CAG (and all control over their respectively nominated Directors) to procure that all resolutions necessary to appoint or ratify the appointment of Directors to the Board and senior management of CAG in accordance with this Clause 2.2(a) is approved.
Sample 1

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