Parent Directors Clause Samples
The 'Parent Directors' clause defines the rights and procedures related to the appointment, removal, and roles of directors designated by a parent company on the board of a subsidiary or joint venture. Typically, this clause specifies how many directors the parent is entitled to nominate, the process for their appointment or replacement, and any special rights or obligations they may have while serving. By clearly outlining these mechanisms, the clause ensures that the parent company maintains appropriate oversight and influence over the subsidiary’s governance, thereby protecting its interests and facilitating effective management.
Parent Directors. There shall be a minimum of 2 Parent Directors for every 10 or fewer Academies.
Parent Directors. Parent’s Board of Directors shall select and appoint, effective as of the Effective Time, (i) at least two (2) directors currently serving on the Edge Board of Directors to the Parent Board of Directors (one of whom shall be a Class II Director and one of whom shall be a Class III Director, in accordance with the Amended Certificate of Incorporation) and (ii) expand, to the extent necessary in connection with appointing such directors, the Parent Board of Directors.
Parent Directors. In accordance with the by-laws of Parent, at the Effective Time, the Board of Directors of Parent shall increase by three the number of directors on the Board of Directors of Parent and shall thereupon elect as directors of Parent, ▇▇. ▇▇▇▇▇▇▇▇ and two additional directors of the Company to be mutually agreed upon by Parent and the Company.
Parent Directors. There shall be a minimum of two Parent Directors unless there are Local Governing Bodies which include at least two Parent Members.
Parent Directors. Parent shall take all requisite action to, effective as of the Effective Time, (i) cause two directors currently serving on the Company Board of Directors to be appointed to the Parent Board of Directors through the procedures of the nominating committee consistent with past practice and (ii) expand, to the extent necessary in connection with appointing such two directors, the Parent Board of Directors.
Parent Directors. Parent shall take such action, including amending the Parent Bylaws, as may be required to cause the number of directors constituting Parent’s board of directors immediately after the Closing Date to consist of seven (7) directors. Parent shall have received the resignation of three (3) current directors (which resignation may be conditioned upon the occurrence of the Merger), and Parent shall take such commercially reasonable actions as may be required to cause the election of the Director Nominees as members of Parent’s board of directors by the remaining members of Parent’s board of directors effective upon the Effective Time to fill the vacancies created by any increase in the size of the board and such resignations. Each Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of stockholders following the Closing Date and until his or her successor is elected and qualified. “Director Nominees” means Dr. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, two (2) designees to be named by Dr. ▇▇▇▇▇▇ ▇▇▇▇▇▇, and two (2) designees to be named by Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding anything to the contrary set forth herein, at least four (4) of the seven (7) directors of Parent must qualify as independent directors as required by applicable Law or the rules of the Eligible Market. Three (3) of such independent directors shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the two (2) designees named by Dr. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and one (1) independent director shall be one (1) of the designees named by Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Parent Directors. In circumstances where the Directors have not appointed Local Governing Bodies in respect of the Academies as envisaged in Article 100 there shall be a minimum of 2 Parent Directors and otherwise such number as the Directors shall decide who shall be appointed or elected in accordance with Articles 54 - 56.
Parent Directors. Two (2) of the total authorized number of Directors shall be parents or guardian representatives (the “Parent Directors”) each of at least one child properly enrolled at one of the Corporation’s charter public schools (an "Academy"). The Parent Directors shall be elected by majority vote of those Directors present in person or as otherwise permitted by these Bylaws at a meeting at which a quorum is present (such a majority vote at such a meeting at which a such a quorum is present, a “Majority Vote”) from the slate of person(s) nominated by the Chief Executive Officer to serve as Parent Directors. Should the Board fail to so elect such Parent Directors at the meeting at which such slate of candidates is proposed, the Chief Executive Officer shall immediately after such meeting succeed to the power to appoint the parent Directors. Parent Directors while serving on the Board must have children properly enrolled in an Academy and must be residents of DC. Should either of the foregoing conditions no longer be met by a Parent Director, the Parent Director shall be automatically removed and the replacement Parent Director elected or appointed in accordance with this Section 2.04.
Parent Directors. Parent’s Board of Directors shall (i) select and appoint, effective as of the Effective Time, those directors selected by GT to the Parent Board of Directors to fill any vacancies in the Parent Board of Directors and (ii) decrease the number of members of the Parent Board of Directors to five.
Parent Directors. Simultaneously with the Closing, Parent shall use its best efforts to cause the “Director Nominees” (as hereinafter defined) to be elected as members of the boards of directors of Parent and its corporation subsidiaries by the existing members of the boards of directors of Parent and its subsidiaries (to the extent that they are not already serving in such capacity). Each Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of stockholders following the Closing Date and until his successor is elected and qualified, provided that Parent shall use its best efforts to cause Parent’s board of directors to re-nominate each Director Nominee as a director for election at Parent’s annual meeting of stockholders for each of 2009 and 2010, subject to any limitations imposed by applicable Law or