Board Composition Sample Clauses

Board Composition. (a) On the date of this Agreement, the Company shall cause the Person(s), if any, listed on Schedule B to be designated as Minority Shareholder Observers (as defined below) with all rights set forth in Section 2.1(d) (it being understood that at any time after the date hereof until the date that the Minority Shareholder Observer(s) are appointed to the Board as directors pursuant to the immediately following sentence, the Company shall, promptly upon receipt of a written request from the Minority Shareholder Representative, cause any Person(s) named in such written request to be designated as Minority Shareholder Observer(s); provided, that there may be no more than two Minority Shareholder Observers at any one time). As soon as reasonably practicable following receipt of the Company Shareholder Approval and in any case within one Business Day thereafter, the Board shall increase the size of the Board by two directors and cause such persons to be appointed to the Board as directors; provided, that if the Company Shareholder Approval is not obtained by the date that is 30 days prior to the Designation Date for the Next Annual Meeting, (i) the Company shall take all commercially reasonable actions necessary to cause the election of two Minority Shareholder Observers to the Board as directors at the Next Annual Meeting or (ii) if the Minority Shareholders no longer beneficially own, in the aggregate, 66% or more of the Minority Shares, the Company shall take all commercially reasonable actions necessary to cause the election of one Minority Shareholder Observer, designated by the Minority Shareholder Representative on behalf of the Minority Shareholders, to be elected to the Board as director at the Next Annual Meeting; in each case, the Company’s obligations to take all commercially reasonable actions necessary to cause the election of such Minority Shareholder Observers to the Board as directors shall include the obligation of the Company to take all actions to cause such Minority Shareholder Observers to be nominated by the Board, including the Governance Committee, for election at the Next Annual Meeting. Thereafter, and for so long as (i) the Minority Shareholders continue to beneficially own, in the aggregate, 66% or more of the Minority Shares (the “Two Designee Threshold”), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate two directors for election to the Board and (ii)(x) the Minority Sh...
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Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.
Board Composition. 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to the transactions contemplated hereby, Purchaser shall be entitled to designate two (2) directors to serve on the Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall (i) set the size of its Board at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive 34 Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company shall, at such time, promptly take all action necessary to cause the Purchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any shares of the Series A Preferred Stock or Common Stock it owns in favor of the election of the Outside Designee and the Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Company will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. Nothing in this Section 7.2.2 shall be deemed to constitute an admission that any of the Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock...
Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by Xxxxxx’x shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
Board Composition. (a) For the first full year after the Effective Date of this Agreement each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, so that the following situation exists: H. Xxxxxxxxxx, Cxxxx and T. Xxxxxxxxxx are directors on Board, unless they all agree, in writing, to their removal from the Board. Either or all individuals may, however, voluntarily resign from the Board. (b) For so long as RMCF or one of its Affiliates continues to own beneficially shares constituting at least ten percent (10%) of the Company’s Common Stock outstanding at any given time, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the RMCF Designees, which individuals shall initially be Fxxxxxxx X. Xxxxx, Bxxxx X. Xxxxxxxx, Lxx X. Mxxxxxxxx, Xxxxx Xx. Exxxx and Sxxxx X. Xxxxxxxxxxx, shall be elected to the Board. “RMCF Designees” means those persons designated to the Board by RMCF, the number of which shall not be less than a majority of the Board when aggregated with any director nominees who are nominated by any of RMCF’s subsidiaries or parent company.
Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders of the Company, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer be applicable due to the applicable Investor no longer holding Preferred Stock, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the holders of the Company’s Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
Board Composition. Each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of the Company’s shareholders at which an election of directors is held or pursuant to any written consent of the Company’s shareholders, the following persons shall be elected to the Board: (a) one individual designated by The Benaroya Company, L.L.C., which initially shall be Xxxxxxx Xxxxxx, for so long as such Shareholder and its Affiliates (as defined below) continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) one individual designated by Pioneer Venture Partners LLC, which individual initially shall be Xxxxxxxx Xxxx, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (c) one individual designated by the holders of a majority of the Shares of Common Stock held by the Key Holders (as defined below), which individual initially shall be Xxxxx Xxxx, for so long as the Key Holders collectively hold at least 2,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (d) the individual serving from time to time as the Company’s Chief Executive Officer (the “CEO Director”), who initially shall be Xxxxx XxXxxxxxx; provided that if for any reason the person serving as the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Shareholders shall promptly vote their respective Shares (i) to remove such person from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (e) three individuals who are mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors, which individuals shall initially be Xxxx Xxxxxxxx, Xxxxxx X. Xxxxx and Xxxx Xxxxxx; (f) one individu...
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Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or b...
Board Composition. 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to the transactions contemplated hereby, Purchaser shall be entitled to designate two (2) directors to serve on the Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall (i) set the size of its Board at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company shall, at such time, promptly take all action necessary to cause the Purchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any shares of the Series A Preferred Stock or Common Stock it owns in favor of the election of the Outside Designee and the Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Company will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. Nothing in this Section 7.2.2 shall be deemed to constitute an admission that any of the Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock ow...
Board Composition. (a) For as long as the Shareholders collectively own a majority of the issued and outstanding Shares, the board of directors of the Company (the “Board”) shall consist of not less than five nor more than fifteen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen members. For so long as required by applicable Indiana law, at least one member of the Board shall be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence. (b) For so long as a Shareholder (other than RMR) owns not less than 10% of the issued and outstanding Shares, such Shareholder shall have the right to designate two directors for election to the Board. (c) For so long as RMR owns not less than 10% of the issued and outstanding Shares, RMR shall have the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors pursuant to the immediately preceding sentence, Indiana law requires the Board to include an Indiana resident as a director of the Company and no other Shareholder designates an Indiana resident as a director of the Company, RMR shall designate at least one Indiana resident to be a director. (d) Each Shareholder will vote, execute and deliver written consents and take all other necessary action (including, if necessary, causing the Company to call a special meeting of shareholders of the Company) in favor of the election of each director designated by a Shareholder in accordance with this Article II and otherwise to ensure that the composition of the Board is at all times as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessar...
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