Board Composition Sample Clauses
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Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder 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, subject to Section 5, the following persons shall be elected to the Board:
(a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and
(c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company 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. To the extent that any of clauses (a) through (c) above shall not be applicable, 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 entitled to vote thereon in accordance with, and pursuant to, the Restated 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, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is...
Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following:
(i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and
(ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"); and
(iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee").
(b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors.
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...
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) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.
(b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”).
(c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.
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 ▇▇▇▇▇▇’▇ 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. The composition of the CHAPTER’S Board of Directors shall not be inconsistent with the CAMFT bylaws. In case of necessity, a CHAPTER may request a variance from the CAMFT Board of Directors if the above provision is not achievable. Such request is granted solely for a one year period. The CHAPTER may make a separate request to the CAMFT Board of Directors should the necessity arise for a variance in any subsequent year.
Board Composition. (a) Subject to the provisions of Sections 6.02(b) and 6.02(d):
(i) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 50% or more of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates three directors to serve on the Company's Board of Directors.
(ii) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 25% or more (but less 50%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates two directors to serve on the Company's Board of Directors.
(iii) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares and such shares represent less than 25% (but more than 5%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates one director to serve on the Company's Board of D...
Board Composition. (a) Subject to the terms of this Section 5, effective as of the Second Closing Date, the Board will appoint a designee of the Investor (the “Investor Designee”) as a director of the Company for a term expiring at the Company’s next annual meeting of stockholders or upon such Investor Designee’s earlier death, disability, resignation or removal (including removal by operation of Law). The Company and the Investor shall agree on the identity of the Investor Designee prior to the Second Closing Date and such agreement shall be a condition precedent to the obligation of each of the Company and the Investor to consummate the Second Closing. The Company agrees that, during the Director Period, the Board shall nominate the individual serving as such Investor Designee (or any individual subsequently designated by the Investor to serve as the Investor Designee) for election or re-election, as the case may be, as a director at each subsequent meeting of the Company’s stockholders at which directors are to be elected, and use commercially reasonable efforts to cause the Investor Designee to be elected or re-elected, including providing the same level of support as is provided for other nominees. Upon the end of the Director Period, the Investor shall cause the Investor Designee to tender to the Board, as soon as practicable and in any event within five (5) days following the end of the Director Period, his or her resignation from the Board. During the Director Period, the Board will not decrease the size of the Board if such decrease would require the resignation of the Investor Designee.
(b) As a condition to any appointment or nomination for election to the Board, each Investor Designee shall (i) meet the qualifications required of all directors of the Company by the Company’s Nominating and Corporate Governance Committee and those mandated by applicable Law, (ii) agree, in writing, to be bound by the terms and conditions of all of the Company’s policies applicable to its directors, (iii) make such acknowledgements and enter into such agreements as the Company requires of all directors, including, without limitation, with respect to confidentiality, the Company’s code of ethics, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and Section 16 reporting procedures, and (iv) be able to dedicate sufficient time and resources for the diligent performance of the duties required of a member of the Board (the “Director Conditions”). Without limiting the foregoing, each proposed Investor Designee sh...
Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be nominated, one designee for election to the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not les...
Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder 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, the following persons shall be elected to the Board: