Board Representation Clause Samples
The Board Representation clause defines the rights and procedures for appointing individuals to a company's board of directors. Typically, it specifies which parties, such as investors or major shareholders, are entitled to nominate or designate board members, and may outline the number of seats each party can fill or the qualifications required for nominees. This clause ensures that key stakeholders have a formal voice in the company's governance, helping to align interests and provide oversight, thereby addressing concerns about influence and decision-making power within the organization.
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Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director.
(b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement).
(c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or othe...
Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors.
5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1.
5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provid...
Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent:
(a) Tencent shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a director.
(b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable.
(c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders ...
Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board.
(b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).
(c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).
(d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary,...
Board Representation. (a) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders.
(b) After the Closing, the size of the Board shall initially be set at ten (10) members.
(c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company.
(d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee.
(e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board.
(f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Desi...
Board Representation. (a) The Board of Directors shall, prior to the Closing, elect a total of four nominees designated in writing by the Investor (such persons, or replacements designated by the Investor, the "Board Nominees"), to the Board of Directors, to be allocated to Class I, Class II or Class III as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Board Nominees in such class immediately prior to such election and the Company shall use its best efforts to cause the election to the Board of Directors of such Board Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof two nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of a Board Nominee, the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors.
(b) The Company shall cause each Board Nominee designated for election to the Board of Directors pursuant to Section 5.02(a) to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its best efforts to cause the election of each such Board Nominee, including soliciting proxies in favor of the election of such person.
(c) Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors in the event that (i) less than $130,000,000 in Stated Value of the Series A Preferred Stock is outstanding or (ii) the Investor and its Affiliates do not Beneficially Own, in the aggregate, more than 50% of the then outstanding shares of Series A Preferred Stock. In the event that the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors, the Board Nominees shall resign from t...
Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.
Board Representation. (1) As at the Effective Date, Foremost shall appoint to the Board one (1) individual nominated by ▇▇▇▇▇▇▇ and acceptable to the Board, acting reasonably, and the Exchange to serve until the next meeting of the Foremost shareholders at which directors are proposed to be elected (each such meeting, a “Board Election Meeting”). ▇▇▇▇▇▇▇ has designated and Foremost has accepted ▇▇▇▇▇ ▇▇▇▇▇ as such appointee.
(2) At the first Board Election Meeting following the Effective Date, and at each subsequent Board Election Meeting until such time as the ▇▇▇▇▇▇▇ Common Share Interest is less than 15%, Foremost shall propose for shareholder approval:
(a) a Board comprised of six (6) members; and
(b) the nomination for election of two (2) persons designated by ▇▇▇▇▇▇▇ and acceptable to Foremost, acting reasonably (each a “Director Nominee”); and use commercially reasonable efforts to obtain shareholder approval for such matters; provided that in the event the size of the Board is increased or decreased, the number of Director Nominees which ▇▇▇▇▇▇▇ is entitled to nominate shall also be increased or decreased to maintain the same proportional representation.
(3) In the event that the ▇▇▇▇▇▇▇ Common Share Interest is reduced to below 15%, but is equal to or greater than 5%, following the Effective Date, ▇▇▇▇▇▇▇ shall be entitled to have one (1) nominee for election to the Board and, unless otherwise agreed with ▇▇▇▇▇▇▇:
(a) on the written request of ▇▇▇▇▇▇▇▇, if ▇▇▇▇▇▇▇ had two (2) Director Nominees, ▇▇▇▇▇▇▇ will cause one (1) of its Director Nominees of its choosing to resign as a Director of Foremost as soon as practicable, and in any event within 10 days of such written request from Foremost; and
(b) at each subsequent meeting of Foremost’s shareholders at which Directors of Foremost are elected: (i) nominate for election to the Board one (1) Director Nominee, and (ii) use commercially reasonable efforts to obtain shareholder approval for such election.
(4) Any person designated or nominated pursuant to this Section 2.1 shall consent to being a Director as required by the Act, shall have the qualifications to serve as a Director of a Canadian reporting issuer and on the Exchange, and shall not be disqualified from being a Director under the Act or by applicable Canadian securities regulatory authorities or the Exchange.
(5) ▇▇▇▇▇▇▇ will use commercially reasonable efforts to designate Director Nominees who are “independent” within the meaning of National Instrument 58-101...
Board Representation. Promptly upon the purchase by Acquisition Sub of Shares pursuant to the Offer and from time to time thereafter, Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall upon request by Parent, subject to the provisions of Section 1.3(b), promptly either increase the size of the Board (and shall, if necessary, amend the Company's by-laws to permit such an increase) or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Board and shall cause Parent designees to be so elected; provided, that, at all times prior to the Effective Time, the Company's Board shall include at least two members who are not designees of Parent. Promptly upon request by Parent, the Company will, subject to the provisions of Section 1.3(b), use its reasonable best efforts to cause persons designated by Parent to constitute the same percentage as the number of Parent's designees to the Board bears to the total number of directors on the Board on (i) each committee of the Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Parent and (iii) each committee of each such board or body.
Board Representation. Subject to the director qualification standards of each of the Company and Republic First Bank (the “Bank”), within 30 calendar days of the date of this Consulting Agreement, the Company shall, and shall cause the Bank to, appoint Consultant’s designee (the “Designee”) to the Board of Directors of the Company and the Board of Directors of the Bank, respectively, as a Class III member to serve in accordance with the articles of incorporation and bylaws of the Company and the articles of incorporation and bylaws of the Bank. During the Term, (i) with respect to each meeting of the Company's stockholders at which the Designee's then-current term expires, the Company's board of directors shall nominate the Designee and the Company shall recommend to its stockholders the election of the Designee to the Company's board of directors, and the Company shall solicit proxies for election of the Designee to the same extent as it solicits proxies for its other nominees for the board of directors, and (ii) with respect to each meeting of the Bank's stockholder (or any action by written consent in lieu of such meeting) at which the Designee's then-current term expires, the Company shall elect the Designee to serve on the Bank's board of directors, in each case subject to the director qualification standards of the Company and the Bank, respectively. During the Term, in the event that the Designee is unable to continue serving as a director of the Company and the Bank as a result of illness, incapacity, death, retirement, resignation or any other reason, Consultant shall designate an individual to replace the Designee as a director of the Company and the Bank, subject to the director qualification standards of the Company and the Bank, respectively, and the Company shall promptly take all action necessary to cause such individual to be elected to the boards of directors of the Company and the Bank (and such individual shall constitute the "Designee" for all purposes hereunder). The Designee shall be entitled to the same compensation, expense reimbursement and indemnification in connection with his or her service as a director as are enjoyed by the other members of the board of directors of the Company and the Bank. Upon termination of this Consulting Agreement pursuant to Section 1(b) by the Company or by the Consultant, or, if later, on such date as Consultant, together with (i) his affiliates, (ii) the persons listed on the attached Exhibit A and (iii) any other person ...