Parent Board Members Sample Clauses

Parent Board Members. (i) As of the Agreement Date, the Parent Board consists of seven members. The Parties agree that following the consummation of the Parent Capital Increase, the Parent Board shall consist of eight members. To this effect, Parent shall, to the extent legally permissible, use its reasonable best efforts to cause all members of the Parent Board (including all replacement members) to resign as promptly as reasonably possible after the Agreement Date with the resignations taking effect at the end of the Parent General Meeting, at which the Parent Board proposes to the Parent Stockholders to adopt the Parent Capital Increase Resolution. Such resignations shall at the latest be delivered in writing to Parent prior to the invitation of the Parent General Meeting at which the Parent Board proposes to the Parent Stockholders to adopt the Parent Capital Increase Resolution. (ii) Parent shall use its reasonable best efforts to cause the Parent Board to propose to the Parent General Meeting, at which the Parent Board proposes to the Parent Stockholders to adopt the Parent Capital Increase Resolution, to (A) expand the Parent Board to eight members and (B) elect the six persons set forth on Schedule 1.1(f)(i) as members of the Parent Board, each for a term until the end of the Parent General Meeting which is to vote on the discharge of the Parent Board members for the financial year 2019 (Entlastung für das Geschäftsjahr 2019) and (C) subject to the occurrence of the registration of the execution of the Parent Capital Increase in the commercial register of Parent, elect the two persons set forth on Schedule 1.1(f)(ii) as members of the Parent Board, each for a term until the end of the Parent General Meeting which is to vote on the discharge of the Parent Board members for the financial year 2019 (Entlastung für das Geschäftsjahr 2019) (unless such persons are ineligible under mandatory statutory law at the time of their respective election, in which case the Holders’ Representative may propose alternative candidates reasonably acceptable to Parent from amongst the persons comprising the Company Board as of the Agreement Date). (iii) If the persons set forth on Schedule 1.1(f)(ii) are not elected as members of the Parent Board by the Parent General Meeting as provided in Section 1.1(f)(ii) above, Parent shall, to the extent legally permissible, use its reasonable best efforts to cause as promptly as reasonably possible after the registration of the execution of the Paren...
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Parent Board Members. Promptly after the Closing Date, Parent shall use its reasonable best efforts to cause to be elected to Parent's board of directors up to three persons designated by the Company and reasonably acceptable to Parent, two of whom shall, no later than January 1, 2007, meet the independence requirements of the SEC and any applicable exchange on which Parent's Common Shares are then traded.
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Parent Board Members. At the Closing, the Board of Directors of Parent shall be increased to a total of nine (9) directors, which shall include the addition of Xxx Xxxxxxxx and Xxxx Xxxxxx (or in the event of the death or incapacity of such persons before the Closing Date, such person(s) as designated by the Company’s Board of Directors before the Closing Date)(such members, the “Post-Closing Board Members”). One of the Post-Closing Board Members shall be added to the Class III of the Board of Directors of Parent and the other Post-Closing Board Member shall be added to the Class II Board of Directors, which shall be decided by Parent in its discretion.
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Related to Parent Board Members

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Executive Board In addition to the rules in Section 6.2, the following rules shall apply:

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

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