Board of Directors of the Company Sample Clauses
Board of Directors of the Company. (a) The Company shall be managed by a board of directors (the "Board of Directors") consisting of eight (8) directors (each, a "Director"). Three (3) of the initial Directors shall be nominated by Carlyle, two (2) of the initial Directors shall be nominated by Providence, one (1) of the initial Directors shall be nominated by iaxis, and one (1) of the initial Directors shall be nominated by Carrier1. One (1) of the initial Directors (the "Management Director") shall be the Chief Executive Officer or, in his absence, such other Principal Executive Officer elected by Supermajority Shareholder Approval. Directors nominated by a Shareholder shall be referred to as such Shareholder's "Director Designees." In the event that a Shareholder:
(i) ceases to own at least 10% of the Common Shares outstanding at any time,
(ii) becomes a Defaulting Shareholder, or
(iii) Transfers Common Shares as provided in Section 4.8, then, in any such case, such Shareholder shall have no right to nominate Director Designee(s).
(b) Each of the Shareholders hereby agrees to vote in favor of the Director Designees of each other Shareholder (provided that such Shareholder has made timely payment of its Initial Capital Contribution) for positions on the Board of Directors. The Director Designees of Carlyle shall initially be: Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxxx Xxxxxx. The Director Designees of Providence shall initially be: Xxxxx Xxxxxxx and Xxxxxxxxx Xxxxx. The Director Designee of iaxis shall initially be Abteen Sai. The Director Designee of Carrier1 shall be Xxxxx Xxxxxxx. The Management Director shall be Thor Xxxx Xxxxxxx. Each Shareholder agrees not to take any action to remove a Director Designee other than in accordance with (i) the following sentence, (ii) Section 3.1(a) if a Shareholder ceases to own at least 10% of the Common Shares outstanding, (iii) Section 4.8 or (iv) Section 3.1(a) if a Shareholder becomes a Defaulting Shareholder. As soon as practicable after receipt of a written request from a Shareholder to remove a Director Designee of such Shareholder, the other Shareholders agree to take, or cause to be taken by their Director Designees, all appropriate action to effect the removal of such Director Designee. Upon the removal of a Director Designee pursuant to the preceding sentence or the resignation or death of a Director Designee, the Shareholder nominating such Director Designee shall designate a replacement Director Designee, and the other Shareholders agree to tak...
Board of Directors of the Company. (a) At the Effective Date, the Board of Directors shall be composed of eight members. CDP (or any representative thereof designated by CDP) shall be entitled, but not required, to nominate five members to the Board of Directors (collectively, the “CDP Designees”), and DHW (or any representative thereof designated by DHW) shall be entitled, but not required, to nominate two members to the Board of Directors (collectively, the “DHW Designees”).
(b) DHW and CDP shall vote all of the Shares owned or held of record by them at all regular and special meetings of the shareholders of the Company called or held for the purpose of electing directors or filling positions on the Board of Directors, and in each written consent executed in lieu of such a meeting of shareholders, and, to the extent entitled to vote thereon, each party hereto shall take all actions otherwise necessary, including attending shareholder meetings in person or by proxy for purposes of obtaining a quorum, to ensure (to the extent within the parties’ collective control) that the CDP Designees and the DHW Designees are elected to the Board of Directors at any such meetings of the shareholders of the Company.
(c) The initial CDP Designees to be elected at the 2011 annual meeting of the Company shall be Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxxx and the DHW Designees that shall continue on the Board of Directors and be nominated for election at such meeting are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxx.
(d) CDP shall be entitled to nominate an individual to fill any vacancy on the Board of Directors caused by the resignation, death or removal of a CDP Designee. DHW shall be entitled to nominate an individual to fill any vacancy on the Board of Directors caused by the resignation, death or removal of a DHW Designee. Neither CDP nor DHW shall unreasonably object to the other’s designees to the Board of Directors. The full Board of Directors shall fill any vacancy on the Board of Directors caused by the resignation, death or removal or a member of the Board of Directors.
(e) At the Effective Date, all currently existing committees of the Board of Directors, and any newly-created committees of the Board of Directors, shall have at least one of its members be a CDP Designee and at least one of its members be a DHW Designee. The director removal and vacancy nominating provision set forth above for the Board of Directors shall apply to any committee of the Bo...
Board of Directors of the Company. (a) The Company, the Company Stockholders and the Rangos Shareholders agree that they shall use their best efforts to cause the Board of Directors of the Company immediately upon consummation of the Merger to be increased from nine to twelve members and, at all times during the Term of this Agreement, to cause the Board of Directors to consist of no more than twelve members, except as otherwise may be required pursuant to governing instruments of securities issued by the Company.
(b) During the Term of this Agreement, the Company and the Company Stockholders shall use their best efforts to cause the Board of Directors to include at all times two persons who are designated by the Rangos Shareholders. The initial designees of the Rangos Shareholders shall be Joxx X. Xxxxxx, Xx. xnd Alxxxxxxx X. Xxxxxx. If the designees of the Rangos Shareholders are other than Joxx Xxxxxx, Xx., Joxx Xxxxxx, Xx., or Alxxxxxxx Xxxxxx, such designees must be reasonably acceptable to the Company. The Company shall, no later than thirty days prior to the mailing of any proxy or information statement with respect to a stockholder meeting at which directors are to be elected, notify the Rangos Shareholders of the date of such mailing; the Rangos Shareholders shall notify the Company of the names of the persons they designate to serve on the Board of Directors of the Company pursuant to this Section no later than ten days prior to the date of such mailing; and the Company and the Company Stockholders shall use their best efforts to have such designees nominated for election as directors and elected as directors. The Rangos Shareholders shall notify the Company of the name of any person they designate to fill a vacancy on the Board of Directors resulting from the resignation or other removal of a person previously designated by the Rangos Shareholders no later than thirty days after such vacancy is created, and the Company and the Company Stockholders shall use their best efforts to cause the Board of Directors to appoint such person as a director of the Company. For purposes of this Section, the Company may rely on a notice from Joxx X. Xxxxxx, Xx. xs a notification from the Rangos Shareholders, or on a notice from such other person as is designated in a writing signed by all Rangos Shareholders.
(c) During the Term of this Agreement, the Company, the Company Stockholders and the Rangos Shareholders shall use their best efforts to cause the Board of Directors to include at all times...
Board of Directors of the Company. (a) The Company's Board of Directors shall be initially composed of eleven members. Xxxxxx shall be entitled, but not required, to designate six members (the "Xxxxxx Nominees") of the Board of Directors. Lockheed Xxxxxx shall be entitled, but not required, to designate three members (the "Lockheed Xxxxxx Nominees") of the Board of Directors. In addition, each of Xxxxx and XxXxxxx shall be entitled, but not required, to designate themselves as members of the Board of Directors for so long as they are employees of the Company or
Board of Directors of the Company. (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.
(b) The Speese Group shall vote all of the Shares owned or held of record by xxxx xt all regular and special meetings of the stockholders of the Company called or held for the purpose of filling positions on the Board of Directors, and in each written consent executed in lieu of such a meeting of stockholders, and, to the extent entitled to vote thereon, each party hereto shall take all actions otherwise necessary to ensure (to the extent within the Parties' collective control) that the Apollo Nominees are elected to the Board of Directors.
(c) The Company and the Speese Group shall use their respective best efforts to call, or causx xxx appropriate officers and directors of the Company to call, a special meeting of stockholders of the Company, as applicable, and the Speese Group shall vote all of the Shares owned or held of record by xxxx xor, or to take all actions by written consent in lieu of any such meeting necessary to cause, the removal (with or without cause) of any Apollo Nominee if Apollo requests such director's removal in writing for any reason. Apollo shall have the right to designate a new nominee in the event any Apollo Nominee shall be so removed under this Section 4.1(c) or shall vacate his directorship for any reason. Except as provided in this Section 4.1(c), each Group Member hereto agrees that, at any time that it is then entitled to vote for the election or removal of directors, it will not vote in favor of the removal of Apollo Nominee unless (i) such removal shall be at the request of Apollo or (ii) the right of Apollo to designate such director has terminated in accordance with clause (e) below.
(d) The Company shall not, and shall not permit any of its Subsidiaries to, without the consent of holders of a major...
Board of Directors of the Company. Effective upon the payment by ADI for Shares pursuant to the Offer, ADI will be entitled to designate that number of directors of the Company, rounded up to the next whole number, that equals the product of (x) the total number of directors on the Board of Directors (giving effect to the election or appointment of any additional directors pursuant to this Section 1.3) and (y) the percentage that the number of Shares owned by DLB and ADI (including Shares accepted for payment) bears to the total number of outstanding Shares. The Board of Directors of the Company will at all relevant times be composed of a sufficient number of directors so that the right of ADI under this Section 1.3 will not be impaired. The Company will at such time cause the designees of ADI to be elected to or appointed by the Board of Directors, including, without limitation, increasing the number of directors, amending its Bylaws, using its reasonable best efforts to obtain resignations of incumbent directors, and, to the extent necessary, filing with the SEC and mailing to its stockholders the information required by Section 14(f) of the Exchange Act and the rules promulgated thereunder, as promptly as possible. DLB and ADI will supply any information with respect to themselves and their respective nominees, officers, directors, and affiliates required by Section 14(f) of the Exchange Act and such Bylaws of the Company.
Board of Directors of the Company. On the Closing Date and subject thereto, the Board of Directors of the Company shall consist of five (5) individuals three (3) of whom shall be designated by the Buyer, Bruker and one (1) additional individual who shall be designated by Bruker. In the event of a Buyer Repurchase Failure, the Buyer’s nominated Directors shall immediately discontinue their services to the Company and terminate their position.
Board of Directors of the Company. Immediately following the acquisition pursuant to the Offer by the Offeror of at least such number of Shares representing at least a majority of the then outstanding Shares, and from time to time thereafter, the Company shall co-operate with the Offeror and upon request, use reasonable efforts subject to the provisions of the CBCA, to secure the resignations of such number of Company directors as may be required to enable the Offeror to designate such number of Directors as is proportionate to the percentage of outstanding shares owned by the Offeror.
Board of Directors of the Company. In the case of the Borrower, exercise its rights with respect to the Company's Board of Directors under Section 1.4 of the Merger Agreement as soon as practicable following the consummation of the Tender Offer.
Board of Directors of the Company. The AK Board shall exercise the voting rights attached to the certified Shares at the shareholders' meetings of the Company in order to make sure that the board of directors of the Company shall be composed of not less than twelve (12) nor more than fourteen (14) directors. Of the members of the Company's board of directors proposed by the AK, four (4) directors shall be nominated exclusively by the Class A Holders' Assembly, four