Composition of the Board Sample Clauses

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.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwis...

Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 8 cease to be effective, each holder of Stockholder Shares shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such holder of Stockholder Shares has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Company, by written consent) and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company’s Board shall be established at seven (7) directors; (ii) the following persons shall be elected to the Board: (a) two (2) persons designated by Indigo Florida, who initially shall be Xx. Xxxxxxx X. Johnson and Xx. Xxxxxxx Xxxxxxxxxx; (b) two (2) persons designated by Indigo Miramar, each of whom shall be a COUS and who initially shall be Xx. Xxxxxxx X. Franke and Xx. Xxxxxxx Xxxxx III (collectively, with the designees set forth in subsection (a) above, the “Indigo Investor Directors” and each, individually, an “Indigo Investor Director”); (c) one (1) person designated by POF II and one (1) person designated by POF III (collectively, the “Existing Investor Directors” and each, individually, an “Existing Investor Director”), each of whom shall be a COUS and who shall initially be Xx. Xxxxxx Xxxxx (designated by POF II) and Xx. Xxxxxx Xxxx (designated by POF III); and (d) the then-current CEO of the Company, who shall be a COUS and shall initially be Xx. Xxxxxxxx Xxxxxxxx (the “CEO Director”). (iii) the Indigo Miramar Directors shall be entitled to designate the Chairman of the Board; (iv) except to the extent otherwise requested in writing by the Majority Existing Investor Holders(s), each committee of the Board shall contain at least one (1) Existing Investor Director; (v) unless composed solely of employees of the Company, the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be the same a...

Composition of the Board. (a) From and after the date hereof, (i) for so long as the Crestview Entities collectively own at least 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Board. (b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority to vote, or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) The Board will consist of five directors, of whom two directors will be designated by Trinity (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will not be either an “Affiliate” or an “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of any Sponsor. (b) Each Stockholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares or execute a proxy or written consent, as the case may be, and take all other necessary actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled w...

Composition of the Board. (a) The Board shall consist of up to seven (7) Directors, consisting of (i) five (5) Directors jointly designated by the Founder Holding Companies (the “Founder Directors”), (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by Xxxxxxxxx, provided that Xxxxxxxxx shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Xxxxxxxxx and its Affiliates is less than fifty percent (50%) of the number of Shares held by Xxxxxxxxx immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies). The Chairman of the Board shall be one of the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees that, if at any time it is entitled to vote for the appointment of the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in thi...

Composition of the Board. (1) The Board shall consist of not less than nine members, selected as follows: (i) up to ten members-at-large elected by the Board. Regard shall be paid especially to proposed members’ professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are located; (ii) two members appointed by the host country, Republic of Korea; (iii) one member appointed by WHO; (iv) members appointed by the Board upon recommendation of governments of the Parties to this Agreement. The Board shall establish appropriate procedures for appointing members from the governments of the Parties to this Agreement; (v) the Director of the Institute as a member ex-officio. (2) Members-at-large shall be appointed for terms of no more than three years as determined by the Board in advance of the appointment. In the case of vacancy of members-at-large by reason of their retirement, death, incapacity, or any other cause, the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional terms. (3) The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) The members of the Board, other than the members serving ex-officio, the members appointed by the host country, Republic of Korea, and WHO, and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) The term of office and the selection of the members appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) will be determined by the Government. (6) The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.

Composition of the Board. The Arbitration Board shall consist of three members. One shall be named by the employer and one named by the Union. Each of the parties to this Agreement shall have their respective Board member selected and made known to each other within seven (7) working days of notice being given by either party for the establishment of the Board. The third position on the Board is designated the Chair.

Composition of the Board. (a) Until the Substantial Ownership Requirement is no longer met, the Holders holding a majority of the shares of Class B Common Stock held by the Holders may, by means of a written resolution or consent in lieu thereof, designate the nominees for a majority of the members of the Board of Directors, including the Chair of the Board of Directors.