Board of Directors and Committees. Section 14(f).
Board of Directors and Committees. (a) Each of the parties hereto agrees to vote all Capital Stock of the Company now owned or hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more than nine (9) members and the number of members on the Company’s Board of Directors shall at all times equal the number of persons which have been designated from time to time in accordance with Section 2(b) below. If any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has not designated such member to the Company’s Board of Directors, each of the parties hereto agrees that such Shareholder may designate a member of the Board of Directors at any time, or from time to time, and the parties shall vote, to the extent possible, all Capital Stock of the Company to elect such designee. Until such time as any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has designated such member to the Company’s Board of Directors, the number of members on the Company’s Board of Directors shall be reduced by the number of members which have not yet been designated.
Board of Directors and Committees. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. For as long as any Notes are outstanding, the Company shall reimburse the Purchasers' board observer for all reasonable out-of-pocket costs incurred by it in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company; thereafter, the Purchasers shall bear any and all such expenses incurred by their board observer.
Board of Directors and Committees. SECTION 14(F).
Board of Directors and Committees. Section 14(f). (a) Promptly upon acceptance for payment of, and payment for, Shares pursuant to the Offer and from time to time thereafter, the Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as will give the Purchaser representation on the Board equal to the product of the number of directors on the Board (giving effect to any increase in the number of directors pursuant to this Section 1.03) and the percentage that such number of Shares beneficially owned by the Purchaser and its affiliates bears to the total number of outstanding Shares, and the Company shall, at such time, cause the Purchaser's designees to be elected or appointed, upon request by the Purchaser. In connection with the foregoing, the Company shall promptly, as reasonably agreed by the 15 -10- Parent and the Company, either increase the size of the Board and/or secure the resignation of such number of its current directors as is necessary to enable the Purchaser's designees to be elected or appointed to the Board and to cause the Purchaser's designees to be so elected or appointed. At such times and, subject to the last sentence of this Section 1.03(a), to the extent requested by the Parent, the Company will use its best efforts to cause persons designated by the Purchaser to constitute the same percentage of each committee of the Board (other than any committee of the Board established to take action under this Agreement) as the Purchaser's designees constitute on the Board. Notwithstanding the foregoing, the Company, the Parent and the Purchaser shall each use its best efforts to ensure that three of the members of the Board as of the date hereof who are not officers, employees or affiliates of the Company (the "Independent Directors") shall remain members of the Board until the Effective Time (as defined in Section 2.02 hereof) and if the number of the Independent Directors shall be reduced below three for any reason, any remaining Independent Director(s) shall be entitled to designate independent persons to fill such vacancies and such persons shall be deemed to be Independent Directors; or, if no Independent Directors then remain, the other directors shall designate three independent persons to fill such vacancies, and such persons shall be deemed to be Independent Directors.
Board of Directors and Committees. The Purchaser Representative shall at all times be entitled to appoint one representative to the board of directors of the Company. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. The Purchaser Representative shall at all times be entitled to appoint one representative to each of the Compensation Committee and the Audit Committee. The Purchaser Representative shall at all times have a representative or) each other committee of the board of directors unless and only for so long as they waive such right with respect to a specific committee or they have waived the right to appoint one representative to the board of directors of the Company. The Company shall reimburse the Purchaser Representative and its appointees for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company, in addition to any directors fees regularly paid to any members of the Company’s board of directors; provided, however, that in the case of CRP and its appointees, all such reimbursements and fees shall be payable to Capital Resource Management, Inc. and, to the extent legally possible, compensation in the form of stock options shall be issued to Capital Resource Management, Inc., or should that not be legally possible, such stock options shall, to the extent legally possible, be transferable at the discretion of the holder thereof. The Company agrees to pay the fees regularly paid to any members of the Company’s board of directors or any committees to Capital Resource Management, Inc. regardless of whether a representative of the Purchaser Representative is a member of the board of directors.”
Board of Directors and Committees. (a) Immediately after execution of this Agreement and Plan of Merger, the total number of persons serving on the Board of Directors of CDXX shall be seven (7), (1) shall be appointed by CDXX directors and six (6) of whom shall be PENSAT Directors (as such terms are defined below). The one (1) person to serve initially on the Board of Directors of CDXX as of the Effective Time who is a CDXX appointed Director shall be selected by the Board of Directors of CDXX prior to the Effective Time; and the six (6) persons to serve on the Board of Directors of CDXX as of the Effective Time who are PENSAT appointed Directors shall be selected by the Board of Directors of PENSAT prior to the Effective Time. In the event that, prior to the Effective Time, any person so selected to serve on the Board of Directors of CDXX after the Effective Time is unable or unwilling to serve in such position, the Board of Directors which selected such person shall designate another of its members to serve in such person's stead in accordance with the provisions of the immediately preceding sentence. Prior to the Effective Time, CDXX shall cause its Board of Directors to approve and adopt resolutions effecting the Board composition contemplated by this Section 6.13. I'm not sure what that last language means.
Board of Directors and Committees. The board of directors of the Company shall consist of no more than six (6) members, as provided for in the Restated Stockholders' Agreement. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors.
Board of Directors and Committees. The Board shall meet at --------------------------------- least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of the Board and each such committee shall be fixed at three (3) members consisting of one CR Representative, one Sandler Representative and one Management Representative. Each other committee of the Board shall at all times have a CR Representative and a Sandler Representative unless and only for so long as the Capital Resource Parties or the Sandler Parties, as applicable, waive such right with respect to a specific committee. The Company shall reimburse members of the Board for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the Board and committees of the Board, in addition to any directors fees regularly paid to all members of the Board.
Board of Directors and Committees. The board of directors of the Company shall consist of no more than six (6) members, one (1) member of which may be nominated by CRL in its sole discretion and as provided for in the Restated Stockholders' Agreement. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. The Company shall reimburse CRL for all reasonable costs incurred by its appointees in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company, in addition to any directors fees regularly paid to all non-employee members of the Company's board of directors.
