Size and Composition. SVU, in its sole discretion as determined by the SVU Board of Directors (excluding Offeror Related Directors, as such term is defined in the Tender Offer Agreement between Symphony Investors LLC, Supervalu Inc., and Cerberus Capital Management, L.P., dated January 10, 2013), will appoint three (3) members of its management staff and Albertson’s will appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either party may change its Steering Committee members from time to time upon written notice to the other party. In addition, the parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee.
Size and Composition. (A) At any time during which Harbinger is the Majority Party:
(1) Subject to Section 2.1(a)(i)(A)(2), Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end of the Voting Period); provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents.
(2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors servin...
Size and Composition. Xxxxxxx shall appoint three (3) members of its management staff, and Veralto shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Xxxxxxx Transition Manager and Veralto Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.
Size and Composition. From and after the Effective Date, (1) for so long as it owns more than 5% of the then outstanding shares of Common Stock, the Sponsor shall: (i) vote or otherwise give the Sponsor’s consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by the Sponsor, and (ii) take all other appropriate action; and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause:
(a) the bylaws of the Company to provide that the authorized number of directors on the Board shall be not less than three and not more than eleven;
(b) the election to the Board of any Sponsor Designees designated by the Sponsor in accordance with Section 3.02; and
(c) the removal from the Board of any director elected in accordance with clause (b) above, with or without cause, upon the written request of the Sponsor.
Size and Composition. From and after the Effective Date, unless otherwise agreed in writing by each Sponsor that holds more than 5% of the then outstanding shares of Common Stock, (1) each of Ares and FS and their respective Permitted Transferees, so long as Ares or FS, as applicable, holds more than 5% of the then outstanding shares of Common Stock, shall (i) vote or otherwise give its consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by such Person, and (ii) take all other appropriate action, and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including soliciting proxies in favor of, at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause:
(a) the authorized number of directors on the Board to be no more than twelve;
(b) the election to the Board of (i) the then Chief Executive Officer of the Company (the “CEO Director”) (subject to his or her election by the stockholders of the Company), and (ii) any Sponsor Designees designated by the Sponsors in accordance with Section 3.02; and
(c) the removal from the Board of any director elected in accordance with clause (b) above, with or without cause, (i) in the case of the CEO Director, upon the resignation or termination for any reason of such CEO Director as the Chief Executive Officer of the Company, and (ii) in the case of any Sponsor Designee, upon the written request of the Sponsor that designated such director.
Size and Composition. Fortive shall appoint three (3) members of its management staff, and Vontier shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Fortive Transition Manager and Vontier Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.
Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Securities to elect such six (6) nominees and (B) no more than ten (10) directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.
Size and Composition a) The size and composition of the Consultative Committee shall be representative of council's workforce and agreed to by council and the local representatives from the following unions: USU, depa and the LGEA.
b) Employee representatives shall include: USU 2 elected, depa 1 elected, LGEA 1 elected, who have members employed at council.
c) Management representative(s) on the Consultative Committee shall be nominated by council.
ii. Officers of the union(s) or Association(s) may attend and provide input to meetings of the consultative committee.
Size and Composition. The size and composition of the Consultative Committee shall be representative of Council’s workforce and agreed to by Council, it’s employees and the local representatives from the following unions: USU; DEPA and the LGEA and such agreement shall not be unreasonably withheld.
Size and Composition. The Board shall consist of six individuals as follows: (i) two directors shall be designated in writing by TPI; (ii) three directors shall be designated in writing by PCA; and (iii) the remaining director shall be the Chief Executive Officer of Newco (the "CEO Director"). The directors in the preceding clause (i) (the "TPI Directors") and in the preceding clause (ii) (the "the PCA Directors") are sometimes collectively referred to as the "TPI/PCA Directors." TPI and PCA, as the holders of the Junior Preferred Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "Subsidiary Board") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Anything to the contrary contained herein notwithstanding, the rights of each of TPI and PCA to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI and PCA shall be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the other. If directed by PCA, a representative of X.X. Xxxxxx & Co. shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.
