Board Seats. So long as Shareholder is entitled to designate directors in accordance with the provisions of Section 4.5 of the Investment Agreement, Investor shall vote all Company Voting Securities owned of record by Investor or with respect to which Investor has voting control in favor of the election of Shareholder's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement. So long as Investor is entitled to designate directors in accordance with the provisions of Section 4.4 of the Investment Agreement, Shareholder shall vote all Company Voting Securities owned of record by Shareholder or with respect to which Shareholder has voting control in favor of the election of Investor's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement.
Board Seats. (i) Hawker shall recommend to its Board of Directors to take such actions as are necessary to effect the following:
Board Seats. During the term hereof, the By-Laws shall provide for a Board consisting of not less than eight (8) nor more ten (10) members. One (1) of such members shall be the Preferred Director (as defined in Section 4(b) below) and, subject to the conditions set forth in Section 4(b) below, two (2) of such members shall be the Default Directors (as defined in Section 4(c) below). In the event the Swiss Re Stockholders or the Reliance Stockholders shall be entitled, pursuant to the provisions of Section 4(c) hereof, to designate to the Board of Directors of the Company a Default Director (or Default Directors), the resignation(s) delivered pursuant to Section 2.16 of the Purchase Agreement shall thereupon become effective, and the parties hereto shall take all necessary actions (including without limitation the actions set forth in Section 4(d) hereof and within their power) to have the Default Directors appointed or elected to fill the resulting vacancies.
Board Seats. The Parent Chairman will retire as an executive of Newco at the end of the Transition Period and shall no longer serve as chairman of the executive committee of the Newco Board, but shall continue as a member of the Newco Board. The Company Chairman shall become the sole Chief Executive Officer of Newco immediately prior to the end of the Transition Period, and at such time shall be the Chairman of the Board of Directors of Newco, if immediately prior to such time he holds the position of Co-Chief Executive Officer. The Newco Board or the nominating committee thereof, as applicable, shall nominate for election the Parent Chairman and the Company Chairman as part of management's slate of candidates at each meeting of the shareholders (if at the time of such meeting the Parent Chairman or the Company Chairman, as applicable, is a member of the Newco Board) at which members of the Newco Board shall be elected as shall be necessary in order that the Parent Chairman or the Company Chairman, as applicable, serve as a director of Newco from the end of the Transition Period until the election of directors first following December 31, 2005.
Board Seats. The holders of the Series A Convertible Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of the Corporation. The holders of the Common Stock, voting as a separate class, shall be entitled to elect the remaining directors of the Corporation. Notwithstanding the foregoing or anything else to the contrary provided in the Restated Certificate of Incorporation, if the Corporation fails or refuses, for any reason or for no reason, to redeem on the Redemption Date (as defined in paragraph 7) all of the then outstanding shares of Series A Convertible Preferred Stock in accordance with the terms and provisions of paragraph 7, the holders of the Series A Convertible Preferred Stock, voting as a separate series, shall be entitled to elect a majority of the directors of the Corporation. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock or jointly by the holders of the Series A Convertible Preferred Stock and the Common Stock. A vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the holders of the Series A Convertible Preferred Stock.
Board Seats. Licensee agrees, and Licensor agrees to vote its shares of Preferred Stock so as cause or confirm, that the Board of Directors of Licensee shall consist of seven (7) members, with three directors to be designated by Inter-M Traders Ltd. or its Affiliates in its sole discretion, two directors to be designated by The OZ Corporation or its Affiliates in its sole discretion, and two directors to be designated by Mentone in its sole discretion, all pursuant to that certain Shareholders Agreement attached hereto as Exhibit C and incorporated herein and made a part hereof.
Board Seats. MedMen shall take all actions necessary to increase the number of directors on its board of directors from nine (9) to eleven (11) effective as of the Closing. Additionally, for a period of three (3) years after the Closing, two (2) individuals shall be designated by Xxxxxxx Xxxxxxx as members of ParentCo’s board of directors on the same terms and conditions generally provided to the other board of directors of MedMen who are not officers of consultants of MedMen or its subsidiaries.
Board Seats. (a) On the Closing Date or as soon as practicable thereafter, the Company Board shall fix the number of directors at fifteen (15), of which five individuals, selected by Purchasers as representatives of Purchasers as set forth below (the “Board Representatives”), shall be appointed to the Company Board and commence serving on the Company Board immediately thereafter, subject to satisfactory completion of a Directors & Officers questionnaire and provision of other background information as may be reasonably requested by the Company, and subject to any required approvals of Regulatory Authorities. On the Closing Date or as soon as practicable thereafter, the Company shall also cause two of the Board Representatives, at the option of the Required Purchasers, to be appointed to the Executive Committee of the Company Board (or any successor committee thereto). The Board Representatives shall be added to each class of the Company Board as the Company and Purchasers shall mutually determine so that an approximately equal number of Board Representatives will be added to each class. Within sixty (60) days after the Closing Date, the Company shall cause the Company Board’s composition to be as follows: (i) the five Board Representatives; (ii) five other continuing directors; and (iii) five other directors, mutually agreeable to the Company and Purchasers. On the Closing Date or as soon as practicable thereafter, the Company shall cause Colonial Bank to fix the number of directors on the board of Colonial Bank at thirteen (13), and shall cause Colonial Bank to add the five Board Representatives to the Colonial Bank Board of Directors as well.
Board Seats. The Company shall take all necessary steps to cause the nomination and election of RJS to the Board of Directors of the Company so long as this Agreement is in effect and to carry Directors and Officers Liability Insurance in an amount consented to by RJS, such consent not be unreasonably withheld. RJS shall serve on the Boards of Directors of entities in which the Company may invest so long as the terms and conditions of such service are satisfactory to him in his discretion.
Board Seats. The Board of Directors of the Company shall consist of five (5) members, with Purchaser having designated three (3) members to the Board of Directors, AMRO shall have designated one (1) member to the Board of Directors, and the Company's Chief Executive Officer as at the Closing shall have been designated as the fifth member of the Board of Directors.
