Management Directors. The Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of the Company shall be nominated by the Board to be elected as Directors (the "Management Directors"); provided, however, that until the Company shall have a Chief Operating Officer, the General Counsel of the Company shall be nominated to be elected as a Management Director. The initial Chief Executive Officer shall serve as the Chairman of the Board. Thereafter, the Board will determine which Director will be the Chairman of the Board.
Management Directors. Each Holder hereby commits that the Company Designated Directors, at any time when any such proposals are brought before a meeting of the Board of Directors, will vote in favor of any proposals approved by a majority of the other members of the Board of Directors regarding the appointment or removal of any individuals as “Management Directors” of Parent; it being understood that (i) the number of “Management Directors” shall be determined by the Board of Directors in consultation with the Chief Executive Officer of the Company (but shall not be less than two in any event), (ii) candidates for the position of “Management Director” of Parent shall be employees of Parent or one of its subsidiaries and shall be nominated from time to time by the Chief Executive Officer of the Company in his sole discretion, after consultation with the leading experts of the Company, and approved by the Board of Directors, (iii) “Management Directors” may be removed with or without cause by a majority vote of the Board of Directors, (iv) “Management Directors” of Parent shall not be members of the Board of Directors, and (v) subject to the limitations established from time to time by the Board of Directors, the “Management Directors” of Parent will be invited to and allowed to participate in meetings of the Board of Directors in a non-voting capacity.
Management Directors. One member of the Board will be a director who is an officer of Xxxxxxxxxx and who is not an Independent Director, a Shareholder Director or a Champion Director.
Management Directors. Chemfab shall have reached written and signed agreement with the current management directors (other than members of the Xxxxxxxxxxx family) (herein, the "Company's Management Directors") of the Company for their employment by the Buyer (after Closing), subject to reasonable performance criteria.
Management Directors. (b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and
Management Directors purposes at the time the Shares are purchased by Participant rather than as and when the Forfeiture Restriction lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.
Management Directors. For purposes of clause (c), any Person who acquires outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, prior to such Business Combination, of outstanding voting securities of both the Company and the entity or entities with which the Company is combined shall be treated as two Persons after the Business Combination, who shall be treated as owning outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, prior to such Business Combination of, respectively, outstanding voting securities of the Company, and of the entity or entities with which the Company is combined.
