Board Constitution Sample Clauses

Board Constitution. The Company shall have taken all actions necessary to provide that the Board shall consist of seven members, and the Company shall have caused the Original Investor Designee, the two additional individual designated by the Investor (the "Additional Investor Designees" and, together with the Original Investor Designee, including their successors nominated by the Investor, the "Investor Designees"), one director who is then an incumbent member of management of the Company and the independent directors appointed pursuant to Section 6.10, to be appointed to the Board, effective as of the Closing.
Sample 1
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Board Constitution. The initial directors designated by the holders of Common Stock shall be Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, and X. Xxxxxx Xxxxxx III. The initial Series B Preferred Stock directors designated by the Quercus Trust shall be Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx. The initial Series B Preferred Stock director designated by Xxxxxx X. Xxxxx shall be Xxxxx Xxxxxx. The Board shall be set at seven, with three directors being selected by the Common Stockholders and four directors being selected by the Series B Preferred Stockholders. The parties further agree that the Quercus Trust shall designate three of the four Series B Stockholder directors and that Xx. Xxxxx shall designate the fourth Series B Preferred Stockholder director. X. Xxxxxx Xxxxxx III shall resign and be replaced by the new CEO at such time such individual is hired. Additionally, at least one representative of the Quercus Trust shall have a seat on the board of managers of the Company’s subsidiary, Xxxxxxx-Thermo Carbon Capture, LLC.
Sample 1
Board Constitution. All actions shall have been taken to constitute the Board of Directors of the Company and each relevant subsidiary, effective upon the Closing, in accordance with the requirements of the Shareholders Agreement and each director of the Company shall have entered into a director indemnification agreement as contemplated by the Shareholders Agreement.
Sample 1
Board Constitution. The Memorandum and Articles shall provide that the Company’s Board shall consist of no more than ten (10) directors, which number of directors shall not be changed unless approved pursuant to this Agreement. So long as the Majority Series A Preferred Holder(s) holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Majority Series A Preferred Holder(s) shall be entitled to nominate one (1) director of the Board (the “Series A Director”). For so long as the Majority Series A Preferred Holder(s) holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series A Director shall be immediately removed from the Board. So long as Jing Dong holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, Jing Dong shall be entitled to nominate two (2) directors of the Board (the “JD Directors”, and each a “JD Director”). For so long as Jing Dong holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the JD Directors shall be immediately removed from the Board. So long as the Majority Series C Preferred Holder(s) holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Majority Series C Preferred Holder(s) shall be entitled to nominate one (1) director of the Board (the “Series C Director”) and so long as Tiantu holds no less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the holders of the Series C Preferred Shares shall agree and ensure that Tiantu shall nominate the Series C Director. For so long as Tiantu holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series C Director appointed by Tiantu shall be immediately removed from the Board and the one or group holders of the Series C Preferred Shares constituting the Majority Series C Preferred Holder(s) shall be entitled to nominate the Series C Director. For so long as the Majority Series C Preferred Holder(s) holds less than five percent (5%) of the outstanding share capital of the Company on a fully diluted and as-converted basis, the Series C Director shall be immediately removed from the Board. So long as the Majority ...
Sample 1
Board Constitution. We require that the nominating committee appoint a new chairman and that in-person physical quarterly board meetings be properly planned, scheduled and held. Upon 1st closing, Dx. Xxxxxxxx X. Carson, assuming he is willing, will become Chairman in a transitional capacity until the nominating committee is formed and the nominating process produces a replacement Chairman. If Dx. Xxxxxx is unwilling or unable to be the Chairman, Mx. Xxxxxxx will serve that role as a backup. Also upon 1st closing, Mx. Xxxxxxx will serve as Nominating Committee Chairman and initiate the nominating process for board reconstitution. As Vaccinogen transforms with our capital investment, it is important that a future Vaccinogen board be comprised of most distinguished health care industry/business leaders possible that can attract many institutional investors. As of the date of this letter and until after the 1st closing, we insist that no new board or committee appointments be made without our approval. Board re-constitution needs to take place in the following manner with a maximum total of seven directors: Upon the 1st Closing
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Board Constitution. 30 ------------------ SECTION 5.20 Termination of Covenants....................................................31 ------------------------
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Board Constitution. The Company shall, by no later than December 31, 2002, cause the number of members of the Board of Directors of the Company to be no greater than seven (7), of whom two (2) shall be Series G Directors (as defined in the Series G Certificate of Vote).
Sample 1
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Board Constitution. The Board shall be comprised of five directors, of which at least three directors shall be serving, with the fourth and fifth directorships to be filled as soon as practicable following Closing, one of which shall be the Preferred Director (as such term is defined in the Investor Rights Agreement).
Sample 1
Board Constitution. A Board of Directors shall be constituted for the Corporation. The Board of Directors shall consist of five (5) directors (each, a “Director” and collectively, the “Director”), of whom (i) one shall be the individual that is the Chief Executive Officer of the Corporation at the relevant time (the “CEO Director”), (ii) two shall be the individuals that each Large Stockholder has designated to the Board of Directors (each, a “Large Stockholder Director” and collectively, the “Large Stockholder Directors”), (iii) one shall be the individual that is jointly designated by the Large Stockholders (the “Joint Large Stockholder Director”) and (iv) one shall be the individual that is jointly designated by the Minority Designating Stockholders (the “Joint Minority Designating Stockholder Director”), and, in each case of ‎(ii)-‎(iv), all such Directors shall be Independent Directors selected in accordance with ‎Section 2.01(b). For the avoidance of doubt, termination, resignation or other removal of the individual then serving as Chief Executive Officer shall automatically result in the deemed resignation from the Board of Directors of such individual from the position of CEO Director, and the appointment of a new Chief Executive Officer shall automatically result in the deemed appointment to the Board of Directors of such new Chief Executive Officer as the CEO Director. Subject to the following proviso, the Board of Directors shall select a Director (other than the CEO Director) to serve as the Chairman of the Board (the “Chairman”) from time to time, having such responsibilities as are determined by the Board of Directors; provided that the Large Stockholders shall have the right to jointly select the initial Director that shall be designated as the Chairman (which may be a Large Stockholder Director or another Director (other than the CEO Director)). The Corporation and each Stockholder shall take such action as may be required under applicable Law, the Organizational Documents and this Agreement to cause the Board of Directors to consist of the number of authorized Directors specified in this ‎Section 2.01(a) and to be composed of the Directors specified in ‎Section 2.01(a) and ‎Section 2.01(b). From and after the Effective Date, (i) the Corporation agrees to include in the slate of director nominees to be voted upon by Stockholders at any annual or special meeting of stockholders of the Corporation at which directors are to be elected, or as otherwise permitted u...
Sample 1

Related to Board Constitution

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