Subsequent Board Composition Clause Samples
Subsequent Board Composition. (a) From and after the date hereof, the Company shall take all action to cause the Company Board, at any time (including if the size of the Company Board is increased or decreased), to be comprised of: (i) prior to the Third Trigger Date, a number of persons designated by ▇▇▇▇▇▇▇ (each person so designated by ▇▇▇▇▇▇▇, an “▇▇▇▇▇▇▇ Designee”) equal to the ▇▇▇▇▇▇▇ Ownership Percentage (expressed as a fraction) multiplied by the total authorized number of directors of the Company Board at such time (including as constituted immediately following any increase in size of the Company Board to comply with this Section 3.2), rounded up to the nearest whole person (but in no event less than a majority of the members on the Company Board until the Second Trigger Date) and (ii) following the Third Trigger Date, one ▇▇▇▇▇▇▇ Designee.
(b) The Company shall cause each ▇▇▇▇▇▇▇ Designee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any annual or special meeting of stockholders held for the election of directors) and shall use its best efforts to cause the election of each such ▇▇▇▇▇▇▇ Designee, including soliciting proxies in favor of the election of such persons.
(c) In the event that any ▇▇▇▇▇▇▇ Director shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by the Company Board with a substitute ▇▇▇▇▇▇▇ Designee.
(d) The Company hereby agrees to take, at any time and from time to time, all actions necessary to facilitate the removal and replacement of any ▇▇▇▇▇▇▇ Director upon the written request of ▇▇▇▇▇▇▇.
(e) From and after the date hereof, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any director who was not an ▇▇▇▇▇▇▇ Director (each such person, a “Non-▇▇▇▇▇▇▇ Director”), the Nominating & Governance Committee of the Company Board (the “Nominating & Governance Committee”) shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy (such person, a “Non-▇▇▇▇▇▇▇ Designee”) in accordance with Applicable Law; provided that, until the Third Trigger Date, (i) the then-current Chief Executive Officer of the Company shall be included for nomination at any annual or special meeting of the Company at which directors are elected and (ii) each Non-▇▇▇▇▇▇▇ Designee (other th...
Subsequent Board Composition. Beginning with the first election of directors following the Plan Effective Date, each of the Stockholders shall take all Necessary Action to cause the Board to be constituted as follows:
Subsequent Board Composition. Upon the conclusion of the term of office of the Initial Board Members and each subsequent term of office thereafter, eligible individuals shall be appointed to fill the Board seats (“Subsequent Board Members”). Subsequent Board Members shall be selected by a Municipal Member from each Region on a rotating basis, with the Municipal Member with the largest population making the first subsequent appointment and successive appointments made by the Municipal Member with the highest population in descending order until each Municipal Member represented within a Region has had the opportunity to appoint a Board Member (the “Member Rotation”). Municipal Members that become a Party to this Agreement after October 1, 2021 shall not appoint a Board Member until the completion of the Member Rotation of those Municipal Members who were a party to this Agreement on or before the Organization Date. Municipal Members must be a party to this Agreement in good standing as defined in Section 11 for a minimum of five consecutive (5) years prior to appointing a Board Member. Once each Municipal Member has had the opportunity to appoint a Board Member, appointments to the Board shall repeat in the same order as provided for in this Section. If a Municipal Member elects to forgo its ability to appoint a Board Member, the forgoing Municipal Member shall be deemed to have made an appointment for the purpose of determining the Member Rotation, and the next Municipal Member in the Member Rotation shall appoint a Board Member.
Subsequent Board Composition. Following the Initial Term, each Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within its control, and the Company shall take all necessary or desirable actions within its control in accordance with Applicable Law, to ensure that:
(i) the number of Directors shall be fixed and remain at all times seven Directors; and
(ii) the following individuals are elected and continue to serve as Directors:
(A) the Executive Director;
(B) up to two individuals designated by the Director Designation Committee in accordance with Section 2.01(c); and
(C) a number of At Large Directors equal to the difference of