Representation on the Board Sample Clauses

Representation on the Board. (a) Unless this provision terminates pursuant to Section 2.11(c) below, from the Effective Time until the third annual stockholders' meeting of the Corporation that occurs following the end of the calendar year in which the Effective Time occurs (the "Transition Time"), the Board shall consist of eight Ranger Directors and seven Ring Directors (as such terms are defined below). If, at any time prior to the Transition Time, (A) the number of Ranger Directors does not exceed by one the number of Ring Directors serving, or the number of Ranger Directors that would be serving following the next stockholders' meeting at which Directors are to be elected would not exceed by one the number of Ring Directors then serving, then the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are to be elected such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder of the full term of such directorship such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors). (b) Following the 12-month anniversary of the Effective Time, the first vacancy on the Board that occurs with respect to a Ranger Director shall not be filled and instead the number of directors that constitutes the entire Board of Directors at such time shall be reduced by one.
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Representation on the Board. (a) Subject to applicable law, for so long as the Sponsor Stockholder Percentage is: (i) at least 25.1%, Sponsor Stockholder shall be entitled to designate five director nominees who the Company shall nominate to stand for election to the Board, of which at least two shall qualify as an Independent Director; (ii) less than 25.1% but at least 15%, Sponsor Stockholder shall be entitled to designate three director nominees who the Company shall nominate to stand for election to the Board; or (iii) less than 15% but at least 5%, Sponsor Stockholder shall be entitled to designate one director nominee who the Company shall nominate to stand for election to the Board. If the Company changes the number of directors that constitute the Board to a number other than 13, the number of director nominees that Sponsor Stockholder may be entitled to designate from time to time shall be adjusted to be (A) 5/12ths of the number of directors constituting the Board at any time the Sponsor Stockholder Percentage is at least 25.1%, (B) 1/4th of the number of directors constituting the Board at any time the Sponsor Stockholder Percentage is less than 25.1% but at least 15% or (C) 1/12th of the number of directors constituting the Board at any time the Sponsor Stockholder Percentage is less than 15% but at least 5%, in each case, rounded down to the nearest whole number; provided that, notwithstanding the foregoing, prior to the Fallaway Date, if rounding down would otherwise result in Sponsor Stockholder being entitled to designate a total of zero director nominees , then such adjustment shall instead be rounded up to a total of one director nominee. For the absence of doubt, in no event shall Sponsor Stockholder be entitled to designate a number of director nominees greater than 5/12ths of the number of directors constituting the Board. Any directors (X) nominated in accordance with this Section 3.01 and thereafter duly elected, (Y) initially identified by Xxxxxx Partner who serves on the Board immediately after the Merger Effective Time in accordance with the Merger Agreement or (Z) recommended by Xxxxxx Partner Equityholder and approved by a majority of the Board to replace a director described in the foregoing clauses (X) and (Y) who has resigned or otherwise ceased to serve on the Board prior to the expiration of his or her term are referred to herein, collectively, as the “Specified Directors” and, individually, as a “Specified Director.” From and after the date on which t...
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Representation on the Board. Our principal customers, the local authorities, are represented on the Board of the Agency by a County Manager and elected representatives.
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Representation on the Board. The parties agree to the following: (a) At a meeting of the Board held on April 9, 2007, the Board expanded its size from seven to eight positions and elected Bringsjord to serve as a director on the Board, subject tx xxxxxxxxion and execution of this Agreement in form satisfactory to the Company. By virtue of the Company's execution of this Agreement, such condition is satisfied and Bringsjord's election to the Board is effective. The Company shall, and the Board has acted to, include Bringsjord as a Board-recommended nominee for election at xxx 0000 Annual Meeting. The Company shall seek to cause Bringsjord to be elected at the 2007 Annual Meeting in thx xxxx xxxner as it seeks to cause any Board-recommended nominee to be elected at the 2007 Annual Meeting. The Board shall promptly appoint Bringsjord as a member of both the Executive Committee anx Xxxxx Xxmmittee of the Board. (b) The Company shall, and the Board has agreed at that meeting to, cause its Board Affairs Committee to commence a search, to be completed, if possible, within six months, for one additional "independent director," as defined in the applicable New York Stock Exchange rules, having appropriate industry knowledge and expertise, as determined by the Board. Clinton may bring forward qualified nominees for that Committee's further consideration. (c) Subject to the Company's and the Board's compliance with the provisions of this Section 3.1, Clinton shall cause all shares of Company Common Stock Beneficially Owned by it and its Affiliates, and shall use its best efforts to cause all shares of Company Common Stock Beneficially Owned by its "associates" (as defined in Rule 12b-2 of the Exchange Act), if any, to be voted: (i) in favor of the eight nominees for director nominated by the Board and recommended for election to the stockholders of the Company at the 2007 Annual Meeting, provided that such eight nominees are comprised of the seven incumbent directors as of the date hereof and Bringsjord, and provided that the proxy statement does nox xxxxxxx any management proposals other than election of directors and ratification of the appointment of the Company's independent auditors and (ii) against any other nominee or slate of nominees for director that shall be proposed in opposition to or as an alternative to such slate of nominees recommended by the Board for election at the 2007 Annual Meeting. For so long as Clinton holds 9% or more of the outstanding shares of Company Common Stock, ...
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Representation on the Board. 8.1 Upon the consummation of the Closing, the Company’s Board of Directors will appoint a person who was recommended by the Purchaser and who is not an employee of the Purchaser or any of its affiliates as a director (hereinafter: the “Purchaser’s Director”), to the Company’s Board of Directors according to Article 19.8 of the Company’s Articles of Association in effect on the date hereof, and resolve to convene a special general meeting on which agenda will appear the appointment of the Purchaser’s Director. 8.2 Upon receipt of the general meeting’s approval of the appointment of the Purchaser’s Director and during the Exclusivity Period (as such term is defined in the Collaboration Agreement) and also thereafter, as long as the Purchaser holds at least 5% of the voting rights in the Company, but only for as long as the Company implements the staggered board mechanism set-forth in Article 19.1 of its Articles of Association in effect as of the date hereof, then upon the Purchaser’s Director retirement from the Board of Directors in accordance with the provisions of Article 19.1, the Company’s Board of Directors shall recommend to the general meeting of the Company to reappoint the Purchaser’s Director to the Company’s Board of Directors. 8.3 In the event the general meeting of the Company resolves not to appoint the Purchaser’s Director to the Company’s Board of Directors, then, as from such general meeting and for the duration of the Exclusivity Period (as such term is defined in the Collaboration Agreement) and also thereafter, as long as the Purchaser holds 5% of the voting rights in the Company, the Purchaser will be entitled to appoint an observer at meetings of the Company’s Board of Directors who shall not be an employee of the Purchaser or any of its affiliates (hereinafter: “the Observer”) subject to the Observer signing an undertaking towards the Company, which undertaking shall include non-disclosure obligations and an obligation to be bound by fiduciary duties similar to those set-forth in Article 254 of the Israeli Companies Law – 1999 in the form to be agreed by the Purchaser and the Company. The Observer will be entitled to receive notices convening meetings of the Board, participate at such meetings and receive a copy of all minutes, written resolutions, information, documents and any other material that will be remitted to the Board by the Company. The Observer will have no voting rights on the Company’s Board of Directors. 8.4 Save with ...
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Representation on the Board. Section 10.01.
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Representation on the Board. Our principal customers, the local authorities, are normally represented on the Board of the Agency by a person or persons with current active experience in the sector..
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Representation on the Board. 4.5.1 The appointment of Board members by representative bodies as set out in Annex 1 is designed to ensure that the composition of the Board adequately reflects the full diversity of communities and interests in the Borough of Reading. Should a deficiency in representation from any one sector or section of the community be identified, however, the Board may use its co-option powers to address this (up to 2 additional co-opted Board members). Co-opted members may be drawn from any sector at the discretion of the Board.
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Representation on the Board 
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Related to Representation on the Board

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • INFORMATION ON THE PARTIES The Company

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations True; No Default Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true and correct in all material respects both as of the date as of which they were made and shall also be true and correct in all material respects as of the time of the making of such Loan or the issuance of such Letter of Credit, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing.

  • Representations and Warranties of Employee Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Representations, etc Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

  • Representations of Executive Executive represents and warrants to the Company that: (a) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound; and (b) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

  • REPRESENTATION AND COMMITTEES (The following clauses will appear in all collective agreements replacing any provisions related to Representation and Committees (including Professional Responsibility) that existed in the Hospital's expiring collective agreement:)

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