Board Representation refers to membership by Black People of the duly constituted board of directors (or equivalent structure) of an enterprise and is calculated upon the basis of the percentage that black directors hold to the total number of directors of that enterprise;
Board Representation. The board shall consist of 3 – 7 members. Any shareholder holding more than 10% shares of the company can appoint 1 board member. ● Confidentiality, non-compete, IPR: The shareholders’ agreement shall contain customary provisions regarding confidentiality, non-compete and protection/ownership of Company IPR. ● Obligations for the Founders: The Founders will commit to continue full time employment with the Company for four years. In the event that the employment with the Company is terminated during the four years, the Founders are obligated to sell all or some of the shares owned by the Founder to the Company. This obligation will be reduced over time (reverse vesting) with 1/48 of the shares on a monthly basis. The purchase price shall be equal to the purchase price the Founder paid for the shares. ● Board approval and right of first refusal: Transfer of shares in the Company shall be subject to the approval by the board of directors, and a right of first refusal for all shareholders. ● Drag along: Should one or more shareholders who jointly own more than 50 % of the shares propose to transfer, in any transaction or series of transactions, all of their shares to an unrelated third party buyer, the selling shareholders have the right to require each of the other shareholders to sell all of their shares, at the same price and on the same terms and conditions as the selling Shareholders. The drag-along right is conditional upon the sale taking place on market terms and conditions. ● Tag along: In any transaction or series of transactions of Shares in the Company, each of the other shareholders shall have the right to sell a pro rata portion of its shares equal to the portion of shares such selling shareholders will sell, at the same price and on the same terms and conditions as the selling shareholders. ]
Board Representation. DLJMB, Riverstone's domestic investment vehicle ("Riverstone U.S.", and together with Riverstone's two other investment vehicles, the "Riverstone Entities") and the management stockholders will agree to vote their shares to ensure that the Board of Directors will consist of 10 members and will be constituted as follows: DLJMB will be entitled to designate 4 of the directors, Riverstone U.S. will be entitled to designate 2 of the directors (together, the "Investor Members"), 3 of the directors will be independent directors (i.e., non-investor designated directors), which initially will consist of continuing directors (together with any directors designated to the board to fill a vacancy caused by the disqualification, death, removal or resignation of one of the independent directors, the "Continuing Directors"), and the Chief Executive Officer of the Company will serve as a director. Each of the designated directors will be designated in a manner consistent with the ruling request made to the United States Coast Guard in connection with the proposed transaction. In the event of the death, disability, resignation or removal of an independent director, DLJMB and Riverstone U.S. will mutually agree upon an independent director (that is a non-investor designated director) to fill the vacancy. For a period of one year following the closing of the transaction, the initial Continuing Directors that are non-investor designated will not be removed except for cause. In the event that DLJMB owns less than 50%, but more than 10%, of the shares of Common Stock initially purchased by it, DLJMB shall be entitled to designate only 2 directors. In the event DLJMB owns less than 10%, but more than 5%, of shares of Common Stock initially purchased by it, it shall be entitled to designate only 1 director. In the event DLJMB owns less than 5% of the shares of Common Stock initially purchased by it, it shall no longer be entitled to designate any directors. In the event that the Riverstone Entities, collectively, own less than 50%, but more than 10%, of the shares of Common Stock initially purchased by them, Riverstone U.S. shall be entitled to designate only 1 director. In the event the Riverstone Entities own less than 10% of the shares of Common Stock initially purchased by them, Riverstone U.S. shall no longer be entitled to nominate any directors. Each of Riverstone and CSFB will be represented on the Board's Audit and Compensation Committees Investor Members will be compen...
Examples of Board Representation in a sentence
The Municipality shall have the right to NYFS Board Representation of City Council, staff or community members (as designated by the Municipality and approved by NYFS Board) on the Board of Directors as either a Board Member or Board Advisor.
Any Director or the entire Board may be removed, with or without cause, by the Member; provided, however, until the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Investor Designated Director shall be removed only as provided in the Board Representation Agreement.
Effective only at such time that the Board Representation Period for either the Icahn Group or the Other Shareholder terminates, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.
If at any time the Qualified New Investor holds less than 50% of the Acquired Shares, the rights of the Qualified New Investor assigned to it under the Board Representation Assignment shall automatically terminate.
In addition, upon the occurrence of an increase in the authorized number of directors then constituting the Board that results in an increase of the Board Representation Entitlement to a number greater than the number of Preferred Directors then serving on the Board, the authorized number of Preferred Directors on the Board shall be increased immediately so that the total authorized number of Preferred Directors is equal to the Board Representation Entitlement at such time.
More Definitions of Board Representation
Board Representation. Without the consent of WLR, the Bxxxx Shareholders will not seek representation by Bxxxx family members on the Board of Directors of the Company or the Board of Directors of the Company Bank of more than the greater of (a) four directors or (b) twenty-eight percent (28%) of each such Board of Directors.
Board Representation. The Investor understands that KC will have a sufficient number of votes at the Board to provide KC with the right to designate a majority of the Board. Registration Rights: The Investor will have demand and piggyback registration rights customary for a transaction of this nature. The registration rights may not be used to cause an initial public offering by Parent and shall be subject to customary limitations for minimum sale thresholds, blackouts, underwriter cut-backs, etc., which shall be no more onerous than the limitations imposed on any other equity holder. Pre-Emptive Rights and Additional Rights on Subsequent Equity Rounds: The Investor shall have the right to purchase its pro rata share (based on its ownership of the outstanding Common Stock, on an as-converted basis) of any future equity offering by Parent (subject to customary exclusions such as grants of employee stock options pursuant to plans approved by the Board). For so long as the Preferred Stock remains outstanding, if Parent grants registration rights, information rights, rights of first offer, anti-dilution protection, protective voting provisions or other similar rights to new investors in a subsequent offering involving the sale of additional series of preferred stock, Parent will use reasonable efforts to extend such rights to the holders of the Preferred Stock with respect to the Preferred Stock on the same basis granted to new investors. Co-Sale Rights: The Investor shall have pro rata co-sale rights with respect to a sale or transfer of stock beneficially owned by KC and related parties, subject to customary exceptions (transfers to affiliates, etc.).
Board Representation. The Significant Equityholders shall have the right to nominate four (4) members of the Reorganized Company’s board of directors. In addition to the Significant Equityholders’ four (4) nominees, there shall be one (1) independent director. The Reorganized Company’s chief executive officer and its general counsel shall also serve on the board of directors (the “Board of Directors”); provided that if stock in the Reorganized Company is listed on a national securities exchange, the number of directors and/or composition of the Board of Directors may be revised as required under the applicable rules of the relevant stock exchange. Subject to the Reorganized Company’s by-laws relating to the filling of vacancies, if any, on the Board of Directors, the members of the Board of Directors as constituted on the Effective Date will continue to serve at least until the first annual meeting of stockholders after the Effective Date, which meeting shall not take place until at least 12 months after the Effective Date.
Board Representation. The Board will initially be composed of up to six directors. The board will initially be composed of one member to be elected by the Common shareholders (which will be reserved for the CEO). The Preferred shareholders from Series A will hold three seats, one from Enterprise Partners, one from Xxxxxxx & Xxxxxxx Development Corporation, and one from Xxxxxxxx Fund. Two directors will be selected to serve at the mutual agreement of the common and preferred shareholders with Xxxxxx Xxxxxxx to be named to one of these seats. Stock Vesting Except as otherwise approved by the Board, stock options issued to all but the Founders shall be subject to vesting over four years as follows: 25% will be vested after one year with the remaining vesting on a monthly basis. The vesting terms of all stock and stock equivalents issued by the Company shall be approved by the Board.
Board Representation. During the period subsequent to the @Home Board's approval of the Letter Agreement and the Warrant Closing, @Home shall cause one person designated by CSC to be permitted to attend (only as an observer) meetings of @Home's Board of Directors, subject to agreements to maintain confidential information, the right of the Board to exclude the observer from attorney-client privileged portions of meetings and the observer's compliance with @Home's policies with respect to xxxxxxx xxxxxxx. Each Stockholder and @Home will agree (i) to take such commercially reasonable actions as are required to cause to be appointed to the Board of @Home (as an Additional Director (as defined in the Charter)) one person designated by CSC Parent (the "CSC Designee") upon receipt from CSC following the issuance of the Warrants of a written notice that it wishes to have a CSC Designee so appointed and that such appointment does not violate any applicable federal laws and (ii) thereafter to vote those voting securities beneficially owned by it in favor of the election of the CSC Designee for so long as CSC Parent beneficially owns at least 5,000,000 shares of Common Stock, subject to appropriate adjustments to give effect to any stock splits, reverse stock splits, stock dividends, recapitalizations and the like occurring after the date hereof (the "CSC Stock Amount"), but only if CSC has not indicated its wish to cease to have a CSC Designee serve on the Board of @Home. The provisions of Section 3.4(b) of the Stockholders Agreement will be applicable to CSC Parent with respect to the CSC Designee in the event that CSC Parent ceases to beneficially own the CSC Stock Amount. CSC and CSC Parent hereby acknowledge and agree that (a) CSC shall not be entitled under the Letter Agreement and Term Sheet to designate or appoint any Person as a Series B Common Stock Director of @Home, (b) the right of CSC to designate an observer to the Board of @Home shall terminate upon the initial appointment of the CSC Designee to the Board of @Home and (c) CSC's right to a Board observer and to have the CSC Designee appointed or elected to the @Home Board as an Additional Director shall be in lieu of any right CSC or CSC Parent may have under the Letter Agreement and Term Sheet (as a Stockholder entitled to the same rights and subject to the same obligations as each of Comcast, Cox and TCI under the Stockholders Agreement, except as provided herein) to elect, appoint or designate any Person to be a Series ...
Board Representation. The Company shall be managed by a board of directors (the “Board”) of no more than [_____] members. Each New Investor holding more than [_____%] of the shares shall have the right to appoint one Board member or one non-voting Board observer who shall initially be [_____].
Board Representation. The Board shall consist of no more than five (5) directors, to be designated as follows: Highland Institutional: 2 designees MS/Taconic jointly: 1 designee All Stockholders voting together (Independent): 1 designee In addition, the then serving Chief Executive Officer of the Reorganized Debtor shall be elected to the Board. One of the directors designated by Highland Institutional shall be Chairman of the Board. One of the directors designated by Highland Institutional shall serve on the compensation committee of the Board, if one shall be constituted. Highland Institutional shall have the right to designate 2 directors, so long as Highland Institutional holds more than twenty five percent (25%) of the issued and outstanding shares of capital stock of the Reorganized Debtor. Highland Institutional shall have the right to designate 1 director, so long as Highland Institutional holds more than ten percent (10%) of the issued and outstanding capital stock of the Reorganized Debtor. MS/Taconic jointly shall have the right to designate 1 director, so long as MS/Taconic jointly own at least ten percent (10%) of the issued and outstanding shares of capital stock of the Reorganized Debtor. In the event Highland Institutional and/or MS/Taconic acting jointly lose the right to designate a director, such director shall be designated by the holders of a majority of the shares of capital stock of the Debtor, voting together as a single class on an as-converted to Common Stock basis. The Reorganized Debtor shall not enter into any affiliate transaction without the prior approval of the Board (including at least one non-interested, non-CEO director). For so long as Highland Institutional holds more than 25% of the issued and outstanding shares of capital stock of the Reorganized Debtor, the Reorganized Debtor shall not take any of the following actions without the prior written consent of the Board (including at least one director designated by Highland Institutional): (a) hire an executive officer of the Reorganized Debtor, or approve any employment, severance, or related agreement with any executive officer of the Reorganized Debtor;