Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be at least three and no more than nine, and may be fixed from time to time pursuant to a resolution adopted by the Sole Member. Each Director shall be elected or approved by the Sole Member and shall continue in office until the removal of such Director in accordance with the provisions of this Agreement or until the earlier death or resignation of such Director.
(b) The Directors of the Company in office at the date of this Agreement are set forth on Exhibit A hereto.
Number; Qualification; Tenure. The number of directors constituting the Board shall be between three and twelve (each a “Director” and, collectively, the “Directors”), unless otherwise fixed from time to time pursuant to a resolution adopted by a majority of the Directors. A Director need not be a Member. Each Director shall be elected or approved by the Members and shall serve as a Director of the Company for a term of one year (or their earlier death or removal from office) or until their successors are elected and qualified.
Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be at least two and no more than nine, and may be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. A Director need not be a Member. Each Director shall be elected or approved by Members representing a Majority Interest at an annual meeting of the Members and shall serve as a Director of the Company for a term of one year (or their earlier death or removal from office) or until their successors are duly elected and qualified.
(b) The initial Directors of the Company in office at the date of this Agreement are set forth on Exhibit C hereto.
Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”), unless otherwise increased from time to time pursuant to a resolution adopted by the Directors. One of such directors shall be elected or approved by the Member and shall serve as Director of the Company until his or her death or removal from office or until his or her successors are elected and qualified. The other of such directors (the “Purchaser Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement dated as of January 19, 2010 to which the Company and the Member is a party (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death or removal from office or until their successors are elected and qualified. As of the date of Amendment No. 1 to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. Best, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx and D. Xxxxxx Xxxxx.
(b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Designated Director shall be filled only as provided in the Board Representation Agreement.
(c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:
Number; Qualification; Tenure. The number of Directors constituting the initial Board of Directors shall be four. The number of Directors constituting the Board of Directors may be increased or decreased from time to time by resolution of the Members. Except as provided in Section 8.01(e) hereof, Directors shall be elected by the Members holding a plurality of the Member Interests, and each Director so elected shall hold office for the full term to which he shall have been elected and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Any Director may resign at any time upon notice to the Company. A Director need not be a Member of the Company or a resident of the State of Delaware.
Number; Qualification; Tenure. The number of directors constituting the Board shall be one (the "Director"), unless otherwise fixed from time to time pursuant to a resolution adopted by the Director. The Director shall be elected or approved by the Member and shall serve as Director of the Company until his or her death or removal from office or until his or her successors are elected and qualified. As at the date of this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx and C. Xxxxxx Xxxxx.
Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be five, unless otherwise fixed from time to time (at a number greater than three) pursuant to a resolution adopted by a majority of the Directors, and at all times the composition of the Board shall include at least three Independent Directors. A Director need not be a Member.
(i) The Members and the Company hereby adopt as part of the terms of this Agreement, and agree to be bound by, Section 13.4(b) of the Partnership Agreement as if such section were set forth in full herein and hereby delegate to the Limited Partners the right to elect the Directors at an annual meeting of the Limited Partners to be held by the Company in accordance with Section 13.4(b) of the Partnership Agreement. Such delegation shall not cause the Member to cease to be a member of the Company and shall not constitute a delegation of any other rights, powers, privileges or duties of the Member with respect to the Company. A Director need not be a Member or a Limited Partner.
(ii) The Limited Partners shall not, as a result of exercising the rights granted under Section 13.4(b) of the Partnership Agreement, be deemed to be Members or holders of Membership Interests as such terms are defined in this Agreement or to be “members,” “managers” or holders of “limited liability company interests” as such terms are defined in the Act. The exercise by a Limited Partner of the right to elect Directors and any other rights afforded to such Limited Partner hereunder and under Section 13.4(b) of the Partnership Agreement shall be in such Limited Partner’s capacity as a limited partner of PVG, and no Limited Partner shall be liable for any debts, obligations or liabilities of the Company by reason of the foregoing.
(iii) The Members, the Directors and the Company shall use their commercially reasonable best efforts to take such action as shall be necessary or appropriate to give effect to and implement the provisions of Section 13.4(b) of the Partnership Agreement as adopted in this Section 6.2(b).
(iv) The Board, by adoption of a resolution that is approved by the Board and without the consent of any other Person, shall have the authority to provide for staggered elections of Directors in the manner set forth in Section 13.4(b)(v) of the Partnership Agreement.
(v) As of the date of this Agreement, the Directors are A. Xxxxx Xxxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xx., Xxxx X. xxx Xxxxx, Xx., and Xxxxxxxx X. Xxxxxx.
Number; Qualification; Tenure. Until the expiration of the Investor Approval Period, the number of directors constituting the Board shall be eleven (11) and thereafter shall not be less than one (1) nor more than nine (9) (each a “Director” and, collectively, the “Directors”). A Director need not be a Member nor a resident of the State of Delaware. During the Investor Approval Period, each Director shall be appointed pursuant to Section 6.07. Each Director shall serve until his or her death, resignation or removal from office or until his or her successor is appointed as provided in Section 6.07. Upon expiration of the Investor Approval Period, all Directors shall be appointed by the Member.
Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be at least two and no more than nine, and may be fixed from time to time pursuant to a resolution adopted by a majority of the Directors. A Director need not be a Member. Each Director shall be elected or approved by the Members at an annual meeting of the Members and shall serve as a Director of the Company for a term of one year (or their earlier death or removal from office) or until their successors are elected and qualified.
(b) The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Members shall appoint one additional Independent Director within three months of the listing of the Common Units (as such term is defined in the Partnership Agreement) on the Nasdaq Stock Market or any other National Securities Exchange on which the Common Units are listed and one additional Independent Director within 12 months of such listing or within such other time period as may be required by the Nasdaq Stock Market or the Commission.
Number; Qualification; Tenure. The number of directors constituting the Board shall be four (4) (each a “Director” and, collectively, the “Directors”). A Director need not be a Member nor a resident of the State of Delaware. Each Director shall be designated by the Members in accordance with Section 8.05 and shall serve as a Director of the Company until their death or removal from office or until their successors are elected and qualified. The Board in its discretion may elect from among the Directors a chairman of the Board of Directors who shall preside at meetings of the Directors.
