Subsidiary Boards. The Company shall take all action necessary to ensure that the board of directors (or similar governing body) of each Subsidiary of the Company shall be, and shall form committees that are, identical, with respect to authority and qualifications of members, to those of the Board and its committees, respectively.
Subsidiary Boards. The Company shall cause the composition of the board of directors of each subsidiary of the Company and of each committee thereof to, where the appropriate individuals are willing to serve, be consistent with the composition of the Board and each corresponding committee thereof.
Subsidiary Boards. The composition of the board of directors or board of managers, if and as applicable, of each of the Company’s subsidiaries shall be the same as that of the Board unless the Parthenon Stockholders and the Xxxxx Stockholders otherwise agree or as may be required by law.
Subsidiary Boards. At any time prior to a Qualified MCK Exit and subject to Section 5.01(d), the Company shall take all actions necessary to cause the composition of the board of managers or equivalent body of each of Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC to be identical to the Board. With respect to each board of directors or managers, as applicable, of the direct and indirect Subsidiaries of the Company (other than Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC), (a) to the extent a Subsidiary board includes one or more MCK Directors or other designee(s) of MCK, the Company shall take all action necessary to cause such Subsidiary board to also include a number of members designated by Echo such that such Subsidiary board is comprised of MCK designated directors and Echo designated directors in the same proportion as their respective representation on the Board and (b) to the extent a Subsidiary board includes one or more Echo Directors or other designee(s) of Echo, the Company shall take all action necessary to cause such Subsidiary board to also include a number of members designated by Echo such that such Subsidiary board is comprised of MCK designated directors and Echo designated directors in the same proportion as their respective representation on the Board.
Subsidiary Boards. Unless required by local Law or regulation or the terms of any collective bargaining agreement, the directors of the boards of all other Group Companies shall comprise Directors, members of the Executive Team or employees of the Group, in each case who are suitably qualified and competent for the position.
Subsidiary Boards. If, and solely to the extent that, the Majority Party determines to exercise any right to designate a member to any board of directors or similar governing body of any Subsidiary of the Company, then the Majority Party and the Minority Party shall each vote their respective Voting Securities so that the number of directors nominated by each of the Majority Party and the Minority Party to such board or governing body is in proportion to their then respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number.
Subsidiary Boards. The composition of the board of directors of each of the Company's Subsidiaries (a "Subsidiary Board") shall be determined by a majority of the Directors; provided, that, the rights of Xxxxx and Zoullas to appoint directors thereof shall be similar to their respective rights to appoint Directors to the Board described in Section 5.1(b)(ii).
Subsidiary Boards. The Company shall at all times, unless otherwise determined by the Board in its sole discretion, cause the board of directors of e.l.f. Cosmetics, Inc. to be composed of the same persons who are then members of the Board pursuant to Section 3A and Section 3B.
Subsidiary Boards. Except as otherwise unanimously agreed by the Board, the Shareholders shall cause the Board to elect the same persons set forth in this Section 2 to be elected as the members of the board of directors or managers of all Subsidiaries of the Company.
Subsidiary Boards. In the event the majority of the members of any board of directors or other governing body of any Subsidiary of the Company (each, a “Sub Board”) or committee thereof consist of Persons who are not employees of the Company or any of its Subsidiaries or its Managed Practices, then such Sub Board or committee thereof shall be comprised of at least three (3) Persons reflecting a relative ratio of Walgreens Directors to Non-Walgreens Directors that is reasonably consistent with that of the Board in accordance with 5.1(c) at the time (for example, a Sub Board or committee thereof of three (3) Directors shall be comprised of two (2) Walgreens Directors and one (1) Non-Walgreens Directors), with at least one (1) Walgreens Director and one (1) Non-Walgreens Director then in office at all times. All members of any Sub Board or committee thereof shall be entitled to an equal number of votes on each matter submitted to the vote of the Sub Board or in a written consent to take action without a meeting of the Sub Board; provided, however, that, in the event and for so long as there is any Sub Board contemplated to include more Walgreens Directors than then current Walgreens Directors on the Board pursuant to the terms hereof, any one then current Walgreens Director on the Board who is a member of such Sub Board shall also be entitled to the applicable votes on each matter submitted to the vote of the Sub Board or in a written consent to take action without a meeting of the Sub Board with respect to such seat on the Sub Board that would otherwise be vacant (for the avoidance of doubt, in addition to the applicable votes for his or her own seat).
