Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6.
Appears in 2 contracts
Samples: Operating Agreement (Compass Diversified Holdings), Operating Agreement (Compass Diversified Holdings)
Number, Tenure and Qualifications. As provided by Section 6.1, Subject to the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing rights of the Initial Public Offering the composition holders of the Board any series of Directors shall consist of at least a majority of Independent Directors. Subject Preferred Stock to this Section 6.4elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board of Directors, but shall consist of not more than seventeen nor less than five (5) nor more than thirteen (13) three directors. HoweverThe directors, no decrease in other than those who may be elected by the number of directors constituting the Board of Directors shall shorten the term holders of any incumbent director. Subject series of Preferred Stock, shall be divided, with respect to the next sentencetime for which they severally hold office, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers number as the then total number of directors constituting such classes permitspossible, with the term of office of the first class to expire at the 1995 annual meeting of stockholders, the term of office of the second class to expire at the 1996 annual meeting of stockholders and the term of office of the third class to expire at the 1997 annual meeting of stockholders. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each class expiring in succeeding yearsannual meeting of stockholders, so that commencing with the 1996 annual meeting, (except for the initial i) directors elected to succeed those directors whose terms provided below) each such director then expire shall be elected for a three year term. If the number term of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring to expire at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any stockholders after their election, with each director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors his or her successor shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents and (ii) if authorized by a resolution of the State Board of Delaware Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created. In order to be qualified to serve as a director, a person must (a) not have attained the age of seventy (70) years and (b) either
(i) be an officer or Membersemployee of the Corporation and not (A) have voluntarily resigned from the position or office he held at the time of his election as a director, (B) have retired or been retired pursuant to the requirements of a pension, profit sharing, or similar plan or (C) have, at the time of his election as a director, held a position or office in the Corporation which has been changed, other than by an upward or expanded promotion or (ii) in the case of any person who is not an officer or employee of the Corporation, not (A) have retired from or severed his connection with the organization with which he was affiliated at the time of his election as a director or (B) have held a position or office with an organization with which he was affiliated at the time of his election as a director which has been changed, other than by an upward or expanded promotion and (C) not have a material conflict of interest with the Corporation (i) as defined by applicable laws and regulations and (ii) the existence and materiality of which as may be determined by a majority of the remaining directors. The Allocation Member has designated I. Xxxxxx Xxxxxxx Whenever any director shall cease to be qualified to serve as the initial Appointed Director. The Appointed Director a director his term shall hold office expire, but such director shall continue to serve until his successor is elected or appointed and qualified; provided, or until his or her earlier deathhowever, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 that no director's term shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6so expire if the Board of Directors shall have waived such qualification.
Appears in 2 contracts
Samples: Annual Report, Annual Report
Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx Mxxx X. Xxxxxxx and Xxxxxx Hxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx Jxxxx X. Xxxxxxxxxxx and Xxx Txx Xxxxxxx. The initial Class III directors are C. Xxxx Sxxx Xxx and D. Xxxxxx Exxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Jxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6.
Appears in 2 contracts
Samples: Operating Agreement (Compass Diversified Trust), Operating Agreement (Compass Group Diversified Holdings LLC)
Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Current Board shall be is comprised of seven (7) Initial Current Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. On the date hereof, each Current Director shall continue in the same class of directors (i.e., Class I, Class II or Class III) as such Current Director was elected into prior to the effectiveness of this Agreement. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6.
Appears in 1 contract
Samples: Operating Agreement (Compass Group Diversified Holdings LLC)
Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of seven eight (7) 8) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests Common Shares entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one two (12) director directors (or, if there are nine (9) or more directors then serving on the Board of Directors, two three (23) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three (3) year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx and Xxxxxx X. XxxxxxxXxxx. The initial Class II directors are Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx and Xxx XxxxxxxXxxxxxx X. Xxxxx. The initial Class III directors are C. Xxxxx X. X. Xxxx Xxx and D. Xxxxxx XxxxxX. Xxxxxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors director shall have been chosen and until their successors its successor shall be elected and qualified. The term of each director in Classes I, II and or III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx as the initial Appointed DirectorDirectors. The Each Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6VI. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6VI. The Allocation Member has the exclusive right to appoint or remove Appointed Directors, including as to any vacancies, due to increase in the size of the Board or the death, resignation or removal of any Appointed Director.
Appears in 1 contract
Samples: Operating Agreement (Atlas Industries Holdings LLC)
Number, Tenure and Qualifications. (a) As provided by Section 6.1, the Initial Current Board shall be is comprised of seven eight (7) Initial 8) Current Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. .
(b) Subject to the next sentenceany Trust Interest Designation and Section 6.4(c) herein, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. On the date hereof, each Current Director shall continue in the same class of directors (i.e., Class I, Class II or Class III) as such Current Director was elected into prior to the effectiveness of this Agreement. Notwithstanding the foregoing, effective immediately prior to the commencement of the annual meeting of Members to be held in 2022, the division of the directors into three classes and the preceding provisions of this Section 6.4(b) shall terminate and be of no further force or effect, and at each annual meeting of Members beginning in 2022 (and all subsequent annual meetings of Members), each director shall be elected by the holders of Trust Interests for a term of office to expire at the next annual meeting of Members following his or her election, subject to any Trust Interest Designation and Section 6.4(c) herein. Subject to Section 6.4(c), any director filling any vacancy pursuant to Section 6.8 shall hold office until the next annual meeting of Members and until his or her successor shall be elected and qualified. The term of each director shall be the period from the effective date of such director’s election until the end of the term provided in this Section 6.4(b), or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members.
(c) In additionaddition to the directors described in Section 6.4(b), the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class ) (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I; provided, II and III shall be divided as nearly equal however, that the Allocation Member may, in numbers as the then total number of directors constituting such classes permitsits discretion, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II waive or III vacancy pursuant defer its right to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Membersappoint an Appointed Director. The Allocation Member has designated I. Xxxxxx Xxxxxxx Xxxxx X. Xxxx as the initial Appointed Director. The An Appointed Director shall hold office until his or her successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a an Appointed Director vacancy pursuant to Section 6.8 shall hold office until his or her successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6.”
3. Section 6.5 of the Agreement shall be deleted in its entirety and replaced with the following:
Appears in 1 contract
Samples: Operating Agreement (Compass Group Diversified Holdings LLC)
Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Current Board shall be is comprised of seven eight (7) Initial 8) Current Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. On the date hereof, each Current Director shall continue in the same class of directors (i.e., Class I, Class II or Class III) as such Current Director was elected into prior to the effectiveness of this Agreement. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx Xxxxx X. Xxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6.
Appears in 1 contract
Samples: Operating Agreement (Compass Group Diversified Holdings LLC)
Number, Tenure and Qualifications. As provided by Section 6.1, Subject to the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing rights of the Initial Public Offering holders of any series of Preferred Stock or any other series or class of stock as set forth in the composition Certificate of the Board of Directors shall consist of at least a majority of Independent Directors. Subject Incorporation to this Section 6.4elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board of Directors, but shall consist of not more than nine (9) nor less than five three (5) nor more than thirteen (133) directors. HoweverThe directors, no decrease other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock as set forth in the number Certificate of directors constituting the Board of Directors Incorporation, shall shorten the term of any incumbent director. Subject be classified with respect to the next sentence, the Board of Directors shall be divided time for which they severally hold office into three classes: , as nearly equal in number as possible, and designated as Class I, Class II, II and Class III, with at the holders first annual meeting of Trust Interests entitled to elect or appoint stockholders when the Class I, II, and III directors. In additionCorporation shall have at least 800 stockholders as determined under Section 2115 of the California Corporations Code (hereinafter, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed DirectorFirst Meeting”), and who shall be elected or . The Directors first appointed by the Allocation Member. Classes I, II and III shall be divided as nearly equal in numbers as the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial to Class I directors at the First Meeting shall hold office for a term expiring at the first annual meeting of the Members stockholders immediately following closing of the Initial Public Offering, First Meeting; the initial Directors first appointed to Class II directors shall hold office for a term expiring at the second annual meeting of the stockholders following the First Meeting; and the Directors first appointed to Class III shall hold office for a term expiring t the third annual meeting of the stockholders following the First Meeting. Members of each class shall hold office until their successors are elected and qualified. Thereafter, at each succeeding annual meeting of the Members following closing stockholders of the Initial Public OfferingCorporation, and the initial Class III successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election, and until their successors are elected and qualified. Notwithstanding the foregoing, if at the time of any annual meeting of stockholders, the corporation is prohibited by applicable law from having a classified Board of Directors, all of the Directors shall be elected at such annual meeting for a one year term only. If at the time of any subsequent annual meeting of stockholders the Corporation is no longer prohibited by applicable law from having a classified Board of Directors, the Board of Directors shall again be classified in accordance with the first sentence of this paragraph, and at such annual meeting Directors initially elected shall be elected to serve in either Class I, Class II or Class III to hold office for a term expiring at the first, second or third succeeding annual meeting of the Members following closing of the Initial Public Offering. The initial stockholders, respectively; thereafter successors to each Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6the fourth sentence of the paragraph.
Appears in 1 contract
Samples: Sale Agreement (Qad Inc)
Number, Tenure and Qualifications. As provided by Section 6.1of Manager, Members of the Management Committee.
(a) The initial Manager of the Company shall be Briax Xxxxx (hereinafter referred to as "Manager"); provided, however, that within sixty (60) days of the Effective Date, the Initial Board Members shall jointly select a full-time Manager who will be a full-time employee of the Company. The full-time Manager shall enter into an employment agreement with the Company which includes such terms and conditions as may be mutually acceptable to the Members. Each of the Members agree that neither it nor any of its Affiliates will solicit for employment or employ, as an employee or consultant, any full-time Manager during the term of such Manager's employment by the Company for a period of one (1) year thereafter (unless the Company is dissolved or a Member has withdrawn as provided in Section 10.4.
(b) The Manager shall hold office until his, her or its respective successor is appointed by the Management Committee making the initial appointment as provided in this Section 5.6, unless the Manager resigns or is removed under Section 5.7. The Management Committee shall be comprised of seven three individuals, two of whom shall be designated by TNS and one of whom shall be designated by GPU Telcom (7) Initial Directors and at all times from and after the closing "GPU Telcom Representative"). The initial Management Committee shall be composed of the Initial Public Offering following individuals: Briax X. Xxxxx xxx Kevix X. Xxxxx, xxo are the composition designees of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to this Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, but shall consist of not less than five (5) nor more than thirteen (13) directors. However, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, IITNS, and III directors. In additionDavix Xxxxxx, xxo is the Board GPU Telcom Representative, each of Directors whom shall include one (1) director (or, if there are nine (9) serve until his or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any class (each, an “Appointed Director”), and who shall be elected or her successor is appointed by the Allocation MemberMember entitled to make the appointment as provided in this Section 5.6, unless he or she resigns or is removed under Section 5.7. Classes I, II and III TNS shall be divided as nearly equal in numbers as designate the then total number of directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the initial terms provided below) each such director shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting Chairman of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public OfferingManagement Committee, and the initial Class III directors Chairman shall hold be Briax X. Xxxxx.
(c) The parties agree that the costs associated with the time Management Committee members expend on the Company shall not be reimbursed by the Company but that the Management Committee members may be reimbursed by the Company for all out-of-pocket expenses associated with Management Committee activities, including, but not limited to, reasonable travel expenses. Any vacancy in the office for a term expiring at the third succeeding annual meeting of the Members following closing Manager created by removal or resignation shall be filled by the Management Committee. Any vacancy in the Management Committee created by removal or resignation of any of its members shall promptly be filled by action of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, II or III vacancy pursuant Management Committee entitled to Section 6.8 shall hold office until appoint the next election member of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be Management Committee whose removal or resignation gave rise to the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article 6vacancy.
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