Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market.
Board of Directors. Subject to Section 9(j), the business and affairs of the Company shall be managed by or under the direction of one or more Company Directors designated by the Member. Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Directors to constitute the Board. The authorized number of Directors may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Directors, and subject in all cases to Section 10. The number of Directors on the date hereof shall be five, two of whom shall be Independent Directors pursuant to Section 10. Each Director elected by the Member shall hold office until a successor is elected and qualified or until such Director's earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Management Agreement. A Director need not be a Member. The Directors elected by the Member on the date hereof are listed on Schedule D hereto.
Board of Directors. In the event FKWW and the other parties thereto consummate the purchase of the Company Stock from the Robertson Sellers pursuant to the Robertson Purchase Agreement prior to the Closing of the Merger, FKWW shall, from and after such closing, be entitled to designate, at its option, upon notice to the Company, up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by FKWW equal to the aggregate voting power of the Shares of Company Stock held by FKWW or any of its Subsidiaries (after giving effect to the conversion of the Class A Stock to Class B Stock and the conversion of any Class C Stock and any Convertible Notes then held by FKWW or its Subsidiaries into Class B Stock); provided, however, that the Company shall not be obligated and need not appoint any designee or designees to the Board of Directors of the Company who, in the Board's good faith judgment, are not fit to be Directors of the Company; and provided, further, that in the event that FKWW designees are elected to the Board of Directors of the Company, such Board of Directors shall have, until the Effective Time, at least two directors who are Class B Directors on the date of this Agreement (the "Continuing Directors"), and provided, further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Directors shall be permitted to designate an individual to fill such vacancy who would be an "independent director" under the rules of the New York Stock Exchange (such designee to be deemed to be a Continuing Director for purposes of this Agreement) or, if no Continuing Directors then remain, the other directors shall designate two individuals to fill such vacancies who shall not be officers, directors, employees or Affiliates of FKWW or any of its Affiliates and shall otherwise be "independent directors" under the rules of the New York Stock Exchange (each designee to be deemed to be a Continuing Director for purposes of this Agreement). To the fullest extent permitted by applicable law, the Company shall take all actions requested by FKWW which are reasonably necessary to effect the election of any such designee or designees, including the inclusion in the Information Statement, or a separate mailing, of the information required by Section 14(...
Board of Directors a) A meeting of the Board may be called by ------------------- any director or senior officer of the Corporation. Notice of any meeting of the Board need be given only to such of the directors as it may be feasible to reach at the time and by such -16- means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. (b) At any meeting of the Board, three directors in attendance shall constitute a quorum. Any act of a majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board. If less than three directors should be present at a meeting of the Board, any senior officer of the Corporation in attendance at such meeting shall serve as a director for such meeting, selected in order of rank and within the same rank in order of seniority. (c) In addition to the Board's powers under the regular By-laws of the Corporation to fill vacancies on the Board, the Board may elect any individual as a director to replace any director who may be incapacitated and to serve until the latter ceases to be incapacitated or until the termination of the period of emergency, whichever first occurs. In considering officers of the Corporation for election to the Board, the rank and seniority of individual officers shall not be pertinent. (d) The Board, during as well as before any such emergency, may change the principal office or designate several alternative offices or authorize the officers to do so.
Board of Directors of a Fund shall mean the Board of Directors or Board of Trustees of the Fund, as the case may be.
Board of Directors. The company is managed by a board of directors composed of individuals or legal entities, the number of which is determined by the ordinary general meeting of the shareholders within the limits of the law. A legal entity must, at the time of its appointment, designate an individual who will be its permanent representative on the board of directors. The term of office of a permanent representative is the same as that of the director he represents. When a legal entity dismisses its permanent representative, it must at the same time provide for its replacement. The same applies in case of death or resignation of the permanent representative. Each director must own at least one share during his term of office. If, at the time of his appointment, a director does not own the required number of shares or if, during his term of office, he ceases to be the owner thereof, he shall have a period of three months to purchase such number of shares, in default of which he shall be automatically deemed to have resigned. The directors are appointed for a term of three years. A year corresponds to the period of time between two successive annual ordinary general meetings of shareholders. The duties of a director shall terminate at the close of the ordinary general meeting of shareholders which acts on the accounts of the preceding financial year and is held in the year during which the term of office of said director comes to an end. The directors may always be re-elected; they may be revoked at any time by decision of the general meeting of the shareholders. In case of death or resignation of one or several directors, the board of directors may make provisional appointments between two meetings of shareholders. The appointment(s) so made have to be ratified by the next general meeting of shareholders. Should the meeting of the shareholders not ratify these provisional appointments, this shall not affect the validity of the prior resolutions and acts of the board of directors. When the number of directors falls below the minimum required by law, the remaining director(s) must immediately convene the ordinary general meeting of the shareholders, in order to complete the membership of the board of directors. The director appointed in replacement of another director, whose term of office has not come to its end shall remain in office only for the remaining term of office of his predecessor. 12 A salaried employee of the company may be appointed as a director. His employment co...
Board of Directors. Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth on Schedule 2.29. The qualifications of the persons serving as Board members and the overall composition of the Board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. At least one member of the Board qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.