Size and Composition of the Board. (a) For the period beginning on the Effective Time and ending on the date of final determination and payment, if any, of the Contingent Transaction Consideration (the “Earnout Period”), the members of the Board of the Company shall be nominated in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members.
(b) The members of the Board, as of the Effective Time, shall be comprised of the following Persons: (i) Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xx Xxxxxxx designated as the CMG Directors, (ii) Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx designated as the Sponsor Directors, and (iii) Xxxxxxx Xxxxx and Xxxx Xxxxx designated as the Co-Nominated Directors (collectively, the “Initial Directors”). The Initial Directors shall serve until the earlier to occur of the (i) first meeting of the shareholders of Company at which directors are to be elected (each such meeting at which directors are elected, a “Director Election Meeting”), or (ii) the death, resignation, termination, disqualification, or removal of such Initial Director; provided that, an early vacancy of an Initial Director for any reason shall be replaced by a director designated in accordance with Section 3.4.
(c) At any time after the Effective Time, if the Board determines to appoint the Chief Executive Officer of the Company (the “CEO”) to the Board, or otherwise expand the size of the Board during the Earnout Period (either, a “CEO Event”), the number of members of the Board shall be increased to nine (9) and two new Directors shall be appointed by the Board to fill the resulting vacancies, and thereafter shall be nominated, in each case in accordance with Section 3.2(b) below. In order to effectuate the increase in the number of directors and appointments to the Board due to a CEO Event, the Company shall take all such actions as are necessary, in accordance with the Company’s Constating Documents and applicable Law.
Size and Composition of the Board. At the time this Agreement becomes effective, the Board shall consist of nine Directors and thereafter shall be composed of a number of directors determined as set forth in Section 3.1.5. The initial Directors shall be Xxxxxx Xxxxxxxxxx (Chairman), Xxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxx and [l]. The initial PEC Directors shall be Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx Xxxx and [l]. The initial 9368-2672 Directors shall be Xxxx Xxxxxx and [l].
Size and Composition of the Board. The Nomination & Governance Committee shall periodically review the size of the Board and make any recommendations to the Board for changing the number of Directors serving on the Board. The Board also believes that it is useful and appropriate from time to time to have members of management, including the CEO, as Directors. Directors will be elected to one year terms and will need to stand for reelection annually. Availability of uniquely qualified outside Board member candidates or succession planning considerations for external or internal Board members may justify size increases. The Nomination & Governance Committee shall establish selection criteria that identify desirable skills and experience for prospective Board members and address the issues of diversity and background. The Board, with the assistance of the Nomination & Governance Committee, shall select potential new Board members using the criteria and priorities established from time to time. The Company’s bylaws provide that the Board shall consist of a majority of independent Directors unless otherwise determined by a unanimous vote of the Board or unless the bylaws are amended by the Company’s stockholders. The Company defines an “independent” Director in accordance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”). The Board is responsible for determining whether or not each non-employee Director is independent. In making its independence determinations, the Board will review information provided by the Directors and the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management.
Size and Composition of the Board. Each Stockholder hereby agrees to vote, or cause to be voted, if and as requested by Investor, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(a) the size of the Board shall be set and remain at six (6) directors;
(b) at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one person designated by Investor (the “Investor Designee”), if so designated, is elected to the Board;
(c) any Investor Designee serving on the Board is not removed from office unless (i) such removal is directed or approved in advance by Investor, or (ii) Investor is no longer so entitled to designate or approve such director;
(d) any vacancies created by the resignation, removal or death of an Investor Designee serving on the Board shall be filled pursuant to the provisions of this Article 2; and
(e) upon the request of Investor to remove an Investor Designee serving on the Board, such director shall be removed. To the extent that clause (b) above shall not be applicable for any reason, the member of the Board who would otherwise have been designated by Investor in accordance with the terms thereof shall instead be voted upon by all the stockholders of Company entitled to vote thereon in accordance with, and pursuant to, Company’s certificate of incorporation.
Size and Composition of the Board. (i) The Board, by resolution, shall fix the size of the Board at seven (7) members immediately following the Stockholder Meeting. Xxxxxx
Size and Composition of the Board. From and after the Effective Time until the first date at which the Stockholder and Stockholder Affiliates cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock, the Board shall be comprised of ten (10) Directors, provided, that from and after the second annual meeting of the stockholders of the Company following the Closing Date (the “Second Annual Meeting”), the Board shall be comprised of nine (9) Directors. On the Closing Date, the Board shall consist of (i) Xxxxxxx Xxxx, (ii) Xxxxxxxx Xxxxxxxxx, (iii) four (4) incumbent Directors (other than Xxxxxxxx Xxxxxxxxx) selected by the Board prior to the Closing Date (the “Continuing Directors”), (iv) two (2) Directors appointed by the Third Party Stockholder and (v) the two (2) individuals set forth below, who are designated by the Stockholder to be its nominees pursuant this Article VI (any such person so designated for nomination by the Stockholder pursuant to this Article VI, an “Investor Nominee”) and approved by the Company and the Governance Committee in accordance with Section 6.4, and who shall be appointed to the Board to serve as Directors in the class of Directors and the committee(s) of the Board, in each case, as identified below:
Size and Composition of the Board. The holders of a majority of the outstanding Class A Common Units shall be entitled to elect the managers to the Board. Each Securityholder, other than the Company, that is a party to this Agreement hereby agrees that such Securityholder will vote, or cause to be voted, all voting securities of the Company over which such Securityholder has the power to vote or direct the voting, and will take all other necessary or desirable reasonable actions within such Securityholder’s control, and the Company will take all necessary and desirable reasonable actions within its control, to cause the authorized number of managers of the Board to be established at up to nine (9) managers, with the initial Board fixed at seven (7) managers, and cause to be continued in office, the following individuals:
(i) one (1) manager designated by HH (the “HH Manager”); provided, however, that HH shall lose its right to designate a manager when HH (or the HH Members) fails to own at least a majority of the Preferred Units and Class A Common Units it owns as of the date hereof;
(ii) four (4) managers designated by the THL Holders as follows: one (1) manager designated by THL Hawkeye Acquisition Partners or its designee (with the Company to be notified of such designation), two (2) managers designated by THL Hawkeye Acquisition Partners II or its designee (with the Company to be notified of such designation) and one (1) manager designated by THL Hawkeye Acquisition Partners III or its designee (with the Company to be notified of such designation) (collectively, the “THL Managers”); and
(iii) one (1) manager who shall be the Chief Executive Officer of the Company. In addition, the Board will have the right to appoint up to an additional three (3) independent members of the Board, none of whom shall be either an employee of the Company or its Subsidiaries or an Affiliate of THL or HH.
Size and Composition of the Board. As of the closing of the IPO, the Board shall consist of nine (19) Directors, comprised of Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxx and Xxxxxx Xxxxxxxxx; provided that the Board shall further increase the number of Independent Directors to the extent necessary to comply with applicable law and the rules and regulations of Nasdaq, or as otherwise agreed by the Board, subject to the rights of Xxxx Capital under Section 4.1.2.
Size and Composition of the Board. (a) Subject to Section 5.1(c) and Section 5.5, the Parties agree that during the First Five Years, the Board shall consist of not more than five (5) Directors of which:
(i) Singtel shall be entitled to appoint one (1) Director (the “Singtel Director”) pursuant to and subject to the conditions set forth in Section 5.3;
(ii) Grab shall be entitled to appoint two (2) Directors (the “Grab Directors”) pursuant to and subject to the conditions set forth in Section 5.4 (it being understood and agreed that Grab has nominated Hxxxx Xx Xxx as an Independent Director (in addition to Grab’s nomination of another Independent Director) until further written notice by Grab to the Company and Singtel, and that the foregoing shall not in any way amend, deviate from or supersede Grab’s right to appoint two (2) Grab Directors and one (1) Independent Director subject to the terms and conditions of Section 5.2 and Section 5.4);
(iii) two (2) Directors shall be Independent Directors (as defined in Section 5.2(a)), and each of Grab and Singtel shall be entitled to nominate one (1) Independent Director subject to Section 5.2;
(iv) at least one-third of the Board shall be Independent Directors; and
(v) the majority of the Board shall be Singapore citizens or Singapore permanent residents; provided, that, if and for so long as Singtel meets the Singtel Enhanced Threshold and Singtel is not a Non-Contributing Shareholder, Singtel shall obtain Grab’s rights under Sections 5.1(a)(ii),
Size and Composition of the Board. Each of RGHI, the Trust and the THL Holders hereby agrees that such Stockholder will vote, cause to be voted, or execute written consents with respect to, all voting securities of the Company over which such Stockholder has the power to vote, direct the voting, or execute written consents, and will take all other necessary or desirable actions within such Stockholder's control to cause to be continued in office, the following individuals:
(i) two (2) directors nominated by RGHI (the "RGHI Directors") one of whom shall be Xxxxxxx so long as he is willing and able to so serve; provided, however, that, other than Xxxxxxx, the RGHI Directors shall not include Persons who were direct or indirect owners of Refco Group Ltd., LLC, prior to the date of the Original Agreement;
(ii) three (3) directors nominated by one or more of the THL Holders or their designees (with the Company to be notified of such nomination) (the "THL Directors"); and
(iii) one (1) director nominated by RGHI and THL, who shall not be an employee of the Company or any Subsidiary, nor be an Affiliate of THL, and who shall be reasonably acceptable to the THL Holders and RGHI (the "Independent Director").
