Size and Composition of Board of Directors Sample Clauses

Size and Composition of Board of Directors. The size and composition of the Board of Directors of the Company shall be determined in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation, in each case as in effect from time to time (the “Restated Certificate”) and the Company’s By-Laws (the “By-Laws”).
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Size and Composition of Board of Directors. (a) Each of the Stockholders agrees that the number of members of the Board of Directors shall be seven (7) and that such Stockholder shall not take or permit to be taken any action which would change such number. Each Stockholder agrees to vote or otherwise cause the election of the following individuals as directors: (i) Two (2) individuals designated in writing by Whitney (which shall be two of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (ii) One (1) individual designated in writing by Fleet (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (iii) The chief executive officer of the Company, as may be elected from time to time by the Board of Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx. (iv) Those two (2) individuals elected by a vote of the holders of Common Stock with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 designated by the Stockholders as entitled to two (2) votes each on all matters before the Board of Directors. (v) One (1) individual elected by a vote of the holders of the Common Stock, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder. The individual designees to the Board of Directors, effective on the date hereof, are listed on Exhibit A attached hereto. Such Persons shall continue to serve until their death or resignation, or until their successor is designated as provided herein. (b) Upon the affirmative vote of Columbia, Whitney and Fleet, the size of the Board of Directors shall be increased from seven (7) to nine (9). The two additional seats shall be filled by individuals approved by Columbia, Whitney, and Fleet, and elected by holders of a majority of the Common Stock, and who are not otherwise a Related Party to or Affiliated with any of Columbia, Whitney, Fleet or the Company. In the event of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above and the two (2) new designated individuals shall be entitled to one vote each. (c) The Board of Directors shall meet not less often than on...
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Size and Composition of Board of Directors. The Stockholders agree that in any election of directors of the Company, they shall vote all Shares owned or controlled by them, including all shares which they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors initially comprising five (5) directors, designed as follows: (a) One (1) director (a "COMMON DIRECTOR") designated by the holders of a majority of the shares of the Common Stock held by the Common Holders, who initially shall be Arthur Bollon, Ph.D.; (b) One (1) director (an "INVESTOR XXXXXXXX") xesignated by the Investors, who initially shall be Ghassan Nino; (c) Two (2) directors (each a "PREFERRED DIRECXXX") xx xx designated by holder of a majority of the then outstanding Preferred Stock; and (d) One (1) director (an "INDEPENDENT DIRECTOR") designated by the holders of a majority of the shares held by the Common Holders, the Investors and the holders of Preferred Stock (voting as one class on an as converted to Common Stock basis).
Sample 1
Size and Composition of Board of Directors. The size and composition of the Board of Directors shall be determined in accordance with the provisions of the Company's Third Amended and Restated Certificate of Incorporation filed on or about the date hereof with the Delaware Secretary of State (the “Restated Certificate”) and the Company’s Bylaws. Each of the Stockholders agrees to refrain from taking any action, including voting his, her or its Shares, to amend such provisions unless the consent of the holders of the Series B Preferred Stock, Series 1 Preferred Stock and Series A Preferred Stock required therefor under the Restated Certificate has been obtained.
Sample 1
Size and Composition of Board of Directors. Section 2(d) of the Voting Agreement is amended and restated in its entirety as follows: one director (the “StarVest Director”) designated by StarVest Partners, L.P. (“StarVest”), such director initially being Xxxxx X. Xxxxxx.
Sample 1
Size and Composition of Board of Directors. The Stockholders, the Medical Shareholders and the Founders agree that in any election of directors of the Company, they shall vote all shares of Stock owned or controlled by them, including all shares of Stock which they are entitled to vote under any voting trust, voting agreement or proxy, or to consent pursuant to an action by written consent of the holders of Stock, to elect, members of the Company’s Board of Directors initially comprised of ten directors, designated as follows: (a) At each election of directors in which the holders of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect directors of the Company, the Preferred Stockholders shall vote or otherwise act with respect to all of their respective shares of Stock that is Preferred Stock, now owned or hereafter acquired, so as to elect six directors (each a “Preferred Director”) as follows: (i) for so long as Telegraph Hill holds at least 5,000,000 shares of Stock (as appropriately adjusted for stock dividends, stock splits, combinations and the like with respect to such shares), two directors (each, a “Telegraph Hill Director”) designated by Telegraph Hill Partners (together with its affiliated funds, “Telegraph Hill”) and as of such time as Telegraph Hill holds less than 5,000,000 shares of Stock (as appropriately adjusted for stock dividends, stock splits, combinations and the like with respect to such shares), one Telegraph Hill Director, such Telegraph Hill Directors initially being Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx; (ii) two directors (each, an “Austin Ventures Director”) designated by Austin Ventures VIII, L.P. (together with its affiliated funds, “Austin Ventures”) for so long as Austin Ventures holds at least 5,000,000 shares of Stock (as appropriately adjusted for stock dividends, stock splits, combinations and the like with respect to such shares), such Austin Ventures Directors initially being Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx; (iii) one director (the “Rothschild Director”) designated by Rothschild Gestion (together with its affiliated funds, “Rothschild”) for so long as Rothschild holds at least 5,000,000 shares of Stock (as appropriately adjusted for stock dividends, stock splits, combinations and the like with respect to such shares), such Rothschild Director initially being Xxxxxx Xxxx; and (iv) one director (the “PTV Director”) designated by Pinto Technology Ventures, L.P. (together with its affiliated funds,...
Sample 1

Related to Size and Composition of Board of Directors

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Composition of Committee A Union/Management Committee shall be established. The Employer and the Union shall each appoint two (2) representatives to the Union/Management Committee.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Composition of Board of Arbitration When either party requests that a grievance be submitted to arbitration, the request shall be made by registered mail addressed to the other party of the Agreement, indicating the name of its nominee on an Arbitration Board. Within five (5) days thereafter, the other party shall answer by registered mail indicating the name and address of its appointee to the Arbitration Board. The two appointees shall select an impartial chairperson.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • 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.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

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