Board of Directors Clause Examples
The 'Board of Directors' clause defines the structure, powers, and responsibilities of the company's governing body. It typically outlines how directors are appointed or removed, the number of directors, their terms of service, and the procedures for board meetings and decision-making. For example, it may specify that certain shareholders have the right to appoint a director or that a quorum is required for board actions. This clause ensures clear governance and decision-making authority within the company, helping to prevent disputes and maintain effective oversight.
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Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following members:
(i) the Chief Executive Officer of the Company;
(ii) the Chief Operating Officer of the Company;
(iii) one (1) director appointed by the Chief Executive Officer of the Company;
(iv) one (1) Round A Director;
(v) one (1) Round B Director; and
(vi) one (1) Preferred Share Director
(b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a).
(c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a).
(d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company.
(e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, t...
Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” 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 Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq 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 Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
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 Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx 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. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
Board of Directors. The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” 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 Xxxxxxxx-Xxxxx and the rules promulgated thereunder and the rules of Nasdaq 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 Xxxxxxxx-Xxxxx and the rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.
Board of Directors. Each Stockholder shall vote all of his, her or its shares of Common Stock and any other voting securities of the Company over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board, committee, stockholder meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), so that, at the date of distribution of the Common Stock to the stockholders of Dxxx in connection with the Spin-Off (the “Distribution Date”):
(a) the Board of Directors of the Company (the “Board”) shall consist of 7 members;
(b) Sxx X. Xxxx shall be a member of the Board and shall serve as the Board’s Chairman;
(c) Dxxx’x Chief Executive Officer in office at such date shall be a member of the Board;
(d) five individuals mutually recommended and nominated by the Dxxx Representative and the TreeHouse Representative shall be elected to the Board, subject to the approval of the Board of Directors of Dxxx (the “Dxxx Board”), in its sole discretion, provided that three of the five individuals shall not be affiliated in any way with Dxxx or any of the TreeHouse Investors or any of their affiliates, shall have experience and expertise that qualifies such person to serve on the Board and shall satisfy any and all applicable independence requirements for persons who would serve as members of the Company’s audit or compensation committees of the Board;
(e) the composition of the board of directors of each of the Company’s subsidiaries (a “Subsidiary Board”) shall be determined by the Board; and
(f) any committees of the Board or a Subsidiary Board shall be established by (or, in the case of a Subsidiary Board, with the approval of the Board) the Board, provided that (i) the initial membership of any such committees shall be proposed by the TreeHouse Representative after consulting with the Dxxx Representative and (ii) such committees shall ...
Board of Directors. Section 1. The number of directors that constitutes the entire Board of Directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal.
Section 2. The directors of the Corporation (other than any who may be elected by holders of Preferred Stock under specified circumstances) shall be divided into three classes as nearly equal in size and tenure as is practicable, hereby designated Class I, Class II and Class III. The initial directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.
Section 3. Any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.
Section 4. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote...
Board of Directors. “Board of Directors” shall mean the board of directors of the Company.
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 rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), the Sxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Sxxxxxxx-Xxxxx 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.