Subsidiary Directors. Subject to Sections 2.1 and 6.1, the board of directors of each Subsidiary of ASAT or Subsidiary thereof shall consist of an equal number of directors appointed by QPL and AOF, with no more than three directors being appointed by QPL and AOF each, except that the board of directors of ASAT HK shall be identical in size and members to the Board. QPL and AOF shall cause their respective appointees to take all actions in accordance with the directions of the Board. Such appointees may be removed and vacancies on such boards shall be filled on the same basis as provided in Sections 2.2 and 2.3.
Subsidiary Directors. 11 2.9 Remuneration.........................................................11 ARTICLE 3....................................................................11
Subsidiary Directors. At the Closing Peoples shall deliver to BancTrust the resignations of each of the directors of the Peoples Subsidiaries for whom they are requested by BancTrust.
Subsidiary Directors. The Company shall cause the composition of the respective boards of directors or equivalent governing bodies of each of Opco, Capital I and Capital II at all times to be the same as the composition of the Board; provided that a Requisite Capital IV Majority may consent to a different composition for the board of directors or equivalent governing bodies for any or all of Opco, Capital I and Capital II as long as any such different composition includes Xxxx X. Xxxx if he is then a member of the Board and Xxxxxxx X. Xxxx if he is then a member of the Board. The Company shall use its best efforts to cause the respective boards of directors or equivalent governing bodies of each of Opco, Capital I and Capital II to maintain at all times the same committees as are then maintained by the Company, with the same member composition, except to the extent that, subject to Section 2.1.6, a Requisite Capital IV Majority consents to any such board’s or other governing body’s maintaining a different set of committees or any such committee’s having a different member composition.
Subsidiary Directors. From the Effective Date, the Company must ensure that the composition of the board of any Subsidiary is the same as that of the Board.
Subsidiary Directors. The Company shall take all action required to cause the board of directors of each Operating Subsidiary and each other subsidiary the Company or any of its subsidiaries from time to time forms, acquires or otherwise controls to be comprised of the same members as the Company's board of directors and shall cause the individual directors serving as the Preferred Directors (as defined in the Certificate of Resolution) to have the same approval rights regarding the actions described in section 6(d) of the Certificate of Resolution as those individuals have as Preferred Directors of the Company (it being understood that this section 5.6 may be amended or waived by the Purchasers of two-thirds of the Series A Preferred Shares).
Subsidiary Directors. (a) The maximum and minimum number of directors of each Subsidiary of the Company (including the Operating Manager) is as determined by the Management Committee from time to time.
(b) Despite clause 6.1(a), each Shareholder may (but is not obliged to) nominate the appointment and replacement from time to time of the same proportion of Subsidiary Directors that is equal to the proportion of Management Committee members which that Shareholder is entitled to nominate for appointment under clause 7.6.
Subsidiary Directors. If requested by the CCMP Representative, the Parties agree to take all necessary action, either directly through the Company or otherwise, to cause the board of directors of each Subsidiary of the Company (if any) to have at all times a board composition identical (including with respect to the Asia Fund board observer but excluding any Independent Directors) to the Board.
Subsidiary Directors. The Parties agree to take all necessary action, either directly through the Company or otherwise, to cause the board of directors of each Major Subsidiary to have at all times a board composition that has the same proportion of Board designees of each of the JPMP Investors and the Apollo Investors, as applicable, as the Company, unless otherwise determined by holders of a majority of outstanding Stock, including each Principal Investor if at such time there exists at least one Principal Investor, and the Parties further agree that the other board and voting rights set forth in this Section 1 shall be granted, MUTATIS MUTANDIS, to each of the Investors in respect of each Major Subsidiary's boards of directors.
Subsidiary Directors. The President of the Corporation shall be nominated and elected to be the sole Director of each of its currently-owned and hereafter acquired wholly-owned operating subsidiaries (including, without limitation, Xx Xxxxxxx Graphic Design School, Ltd., a Delaware corporation, ABS Acquisition, Ltd., a Delaware corporation, BI Acquisition, Ltd., a Delaware corporation, and CEC Management, Inc., an Illinois corporation), unless and until his successor is appointed or elected in accordance with the by-laws of such subsidiaries; provided, that the Board of Directors shall have the right to redesignate the number and composition of the board of directors of any of its wholly-owned operating subsidiaries at any time with the prior written approval of Xxxxxx and Electra. Following the exercise by the holders of the Series C Preferred of their rights pursuant to Section 6(c) of the Certificate of Designations attached to and incorporated by reference in the Certificate the provisions of this Section 1.1(b) shall cease to be effective.
