Subsequent Board Composition Sample Clauses

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 Xxxxxxx (each person so designated by Xxxxxxx, an “Xxxxxxx Designee”) equal to the Xxxxxxx 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 Xxxxxxx Designee. (b) The Company shall cause each Xxxxxxx 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 Xxxxxxx Designee, including soliciting proxies in favor of the election of such persons. (c) In the event that any Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx Director upon the written request of Xxxxxxx. (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 Xxxxxxx Director (each such person, a “Non-Xxxxxxx 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-Xxxxxxx 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-Xxxxxxx Designee (other th...
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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:
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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.
Sample 1
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
Sample 1

Related to Subsequent Board Composition

  • Board Composition From the Closing Date and until the consummation of an IPO or Sale, (i) the GSRP Board shall consist of not less than five (5) and not more than nine (9) directors, and (ii) GSAM shall have the right to designate one (1) director (the “GSAM Director”) of GSRP who shall be appointed to the GSRP Board as of the Closing Date. Prior to an IPO, all material approvals of the board of directors of GSRP Holdings will also be subject to approval of the GSRP Board. Following an IPO, for so long as the GSAM Entities and their Affiliates, collectively, have an ownership interest in GSRP Holdings representing at least five percent (5%) of the outstanding shares of common stock of GSRP Holdings, GSAM shall have the right to designate one (1) GSAM Director of GSRP Holdings, who shall be appointed to the GSRP Holdings Board as of the closing of the IPO or such earlier date as GSAM shall specify and who shall thereafter be included in the slate of nominees recommended by the GSRP Holdings Board (or any authorized committee thereof) to GSRP Holdings’ stockholders for election to the GSRP Holdings Board at each meeting of stockholders of GSRP Holdings at which the class of directors that includes the GSAM Director is up for election; provided, however, that the GSAM Director shall not be engaged in any activities that are competitive to the GSRP Entities and may but need not be an employee of GSAM and the service of such individual on the Board shall not otherwise violate Applicable Law. Subject to Applicable Law and the listing rules of the principal securities exchange on which the shares of common stock of GSRP Holdings are listed, for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be a member of all of the committees of the GSRP Holdings Board. For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the GSRP Holdings Board, GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such individual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F. Notwithstanding the foregoing, the GSRP Holdings Board or any committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from the relevant portion of any meeting to the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and the GSRP Entities, on the other. Subject to Applicable Law, at each meeting of stockholders at which the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of the GSAM Director in the same manner and to the same extent as other members of the GSRP Holdings Board. If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, and at such time GSAM continues to be entitled to designate the GSAM Director, GSAM shall have the right to designate a successor who shall be appointed to the GSRP Holdings Board as promptly as practicable following the designation thereof and shall be treated as the GSAM Director for all purposes of this Agreement.

  • Committee Composition The Redeployment Committee shall be comprised of equal numbers of representatives of the Hospital and of the Union. The number of representatives will be determined locally. Where for the purposes of HTAP (the Ontario Hospital Training and Adjustment Panel) there is another hospital-wide staffing and redeployment committee created or in existence, Union members of the Redeployment Committee shall serve on any such hospital-wide staffing committee established with the same or similar terms of reference, and the number of Union members on such committee will be proportionate to the number of its bargaining unit members at the particular Hospital in relation to other staff groups. Meetings of the Redeployment Committee shall be held during normal working hours. Time spent attending such meetings shall be deemed to be work time for which the representative(s) shall be paid by the Hospital at his or her regular or premium rate as may be applicable. Each party shall appoint a co-chair for the Redeployment Committee. Co-chairs shall chair alternative meetings of the Committee and will be jointly responsible for establishing the agenda of the Committee meetings, preparing minutes and writing such correspondence as the Committee may direct.

  • 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.

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