Board Size; Composition Sample Clauses

Board Size; Composition. The Company shall hold meetings of its Board of Directors (the "PARENT BOARD") at least once every quarter. The Board of Directors of any Subsidiary of the Company (each, a "SUBSIDIARY BOARD") shall hold meetings at least once every quarter. The Parent Board shall have an audit committee and a compensation committee. Members of the audit committee and the compensation committee shall be members of the Parent Board that are not employees of the Company or any of its Subsidiaries. Any Investor holding fifty percent (50%) of the Warrants, or fifty percent (50%) of the Warrant Stock issuable upon exercise of the Warrants, shall have the right to appoint one (1) Person as its designee to the Parent Board and each Subsidiary Board (each, an "INVESTOR DESIGNEE"). Each Investor Designee shall have observation rights with respect to all meetings of the Parent Board and each Subsidiary Board . Each Investor Designee shall have the right to attend each meeting of the Parent Board and each Subsidiary Board and all committees, respectively, thereof. The Parent Board and each Subsidiary Board shall give each Investor notice of each meeting of its Board and each committee thereof at the same time and in the same manner as notices given to the members of its Board (which notice shall be promptly confirmed in writing). Each Investor Designee and each Investor shall be entitled to receive all written materials and other information given to members of the Parent Board and the Subsidiary Boards and each committee thereof in connection with such meetings at the same time such materials and information are given to all other members of such Boards and such committees. The Company and each Subsidiary shall reimburse each Investor Designee for reasonable out-of-pocket expenses in connection with attending such Parent Board and Subsidiary Board and committee meetings. The Stockholder, the Company and each Subsidiary agrees to take any and all actions necessary to effectuate the intent of the foregoing provisions.
Sample 1
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Board Size; Composition. The members of the Board of Directors of Parent (the “Board”) shall be nominated and appointed, effective upon the Closing, in accordance with the Articles of Incorporation and the By-Laws of Parent, and the provisions of this Agreement. The Board shall consist of eleven (11) members with each member’s term expiring at Parent’s annual meeting of shareholders in 2008. Effective upon the Closing, Parent shall have caused the persons submitted by Buyer after the date hereof to be appointed to the Board provided that such persons are on the list of approved director designees submitted by Buyer to Parent prior the execution of this Agreement.
Sample 1
Board Size; Composition. The number of Managers which shall constitute the initial Board shall be three (3). The number of Managers shall be set by the Member as it determines from time to time to be in the best interests of the operation of the Company. The initial Managers of the Company shall be Xxxx X. Xxxxxxx, Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx (who shall act as designated broker for the Company). Each Manager shall hold office until a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal.
Sample 1
Board Size; Composition. (a) Subject to (i) [Redacted: Conditions for qualification subject to confidentiality understanding], and (ii) [Redacted: Conditions for qualification subject to confidentiality understanding], the Board of Directors of CN (the Board) shall take such actions as are necessary to appoint [Redacted: Name subject to confidentiality understanding] as a director of CN. The Company agrees to include [Redacted: Name subject to confidentiality understanding] as a director nominee in its management information circular for election at the 2022 annual meeting of shareholders of CN (the 2022 AGM) and the 2023 annual meeting of shareholders of CN (the 2023 AGM) and shall solicit proxies on behalf of and recommend to its shareholders that they vote in favour of the management nominees, including [Redacted: Name subject to confidentiality understanding]. (b) Subject to [Redacted: Conditions for qualification subject to confidentiality understanding] and paragraph 1(c), by no later than the 2022 AGM, appoint [Redacted: Name subject to confidentiality understanding] as a director of CN ([Redacted: Name subject to confidentiality understanding] together with [Redacted: Name subject to confidentiality understanding], the New Directors). The Company agrees to include [Redacted: Name subject to confidentiality understanding] as a director nominee in its management information circular for election at each of the 2022 AGM and the 2023 AGM and shall solicit proxies on behalf of and recommend to its shareholders that they vote in favour of the management nominees, including [Redacted: Name subject to confidentiality understanding]. (c) If CN, acting in good faith, determines that (i) [Redacted: Name subject to confidentiality understanding] is not an appropriate candidate by virtue 1(a)(i) or 1(a)(ii) or (ii) [Redacted: Name subject to confidentiality understanding] is not an appropriate candidate by virtue of an unresolved conflict, then, by the 2022 AGM, CN shall work with TCI on identifying one or two (as the case may be) mutually acceptable independent director candidates with North American railroad experience. Concurrently with the appointment of [Redacted: Name subject to confidentiality understanding] or an alternate candidate under paragraph 1(c), one non-Canadian resident director of CN (other than [Redacted: Name subject to confidentiality understanding] or [Redacted: Name subject to confidentiality understanding] alternate under paragraph 1(c)) shall come off the Boar...
Sample 1
Board Size; Composition. The number of Managers which shall constitute the whole Board shall be such number as may be fixed from time to time by the Member. The initial Managers of the Company shall be Xxxxx X. Xxxxx, Xxxxx X.
Sample 1

Related to Board Size; Composition

  • Board Composition Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:

  • Committee Composition The Plan shall be administered by a Committee appointed by the Board, or by the Board acting as the Committee. The Committee shall consist of two or more directors of the Company. In addition, to the extent required by the Board, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

  • Formation; Composition Each Party will initially appoint [***] representatives to the JCC, with each representative having knowledge and expertise in the commercialization of products similar to the Regional Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JCC’s responsibilities. The JCC may change its size from time to time by mutual consent of its members, provided that the JCC will consist at all times of an equal number of representatives of each of Surface and Novartis. Each Party may replace its JCC representatives at any time upon written notice to the other Party. The JCC may invite non-members to participate in the discussions and meetings of the JCC, provided that such participants have no voting authority at the JCC and are bound under written obligation of confidentiality no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JCC will be co-chaired, with one chairperson designated by Surface and [***] designated by Novartis, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. Responsibility for running each meeting of the JCC will alternate between the chairpersons from meeting-to-meeting, with Novartis’s chairperson running the first meeting. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Change in Board Composition During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Formation and Composition Within [ * ] after the Signing Date, the Parties shall establish a Joint Development Committee that shall oversee the Development and Manufacture (for Development) of Collaboration Products in Field in the Territory in accordance with the Development Plans for such Collaboration Products and to coordinate the Development and related Manufacturing activities of the Parties with respect to such Collaboration Products. Each Party shall initially appoint three (3) representatives to the JDC, each of whom will be an officer or employee of such Party and will have knowledge and expertise in the Development or Manufacture of products similar to the Collaboration Products and sufficient seniority within the applicable Party to make decisions arising within the scope of the JDC’s responsibilities. The JDC may change its size from time to time by mutual consent of its members. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JDC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of the JDC, provided that such participants shall have no voting authority at the JDC. The JDC shall have a chairperson. Each Party shall have the right, on an alternating Calendar Year basis, to select from among its JDC representatives a representative to serve as the chairperson of the JDC during such Calendar Year. Such Party shall have the right during such Calendar Year to replace the chairperson of the JDC with one of its other JDC representatives. The initial chairperson shall be designated by [ * ]. The role of the chairperson shall be to convene and preside at meetings of the JDC, to prepare agendas (with due input from the other Party’s representatives), circulate agendas and to ensure the preparation of meeting minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JDC representatives.

  • Board Size Each Stockholder shall vote, or cause to be voted, at a regular or special meeting of stockholders (or by written consent) all Voting Shares owned by such Stockholder (or as to which such Stockholder has voting power) to ensure that the size of the Board shall be set and remain at nine (9) directors; provided, however, that such Board size may be subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Section 5.7 hereof.

  • Composition Each Party shall initially appoint [*****] representatives to the JSC, each of whom will have sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, provided that the JSC shall at all times consist of an equal number of representatives of each Party. Each Party may replace its JSC representatives at any time upon written notice to the other Party; provided, however, that replacement of any JSC representative with an individual with lower seniority (as determined by such individual’s role within a Party’s organization and not by his/her title) shall require approval of the other Party which approval shall not be unreasonably withheld. The JSC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of the JSC, provided that such participants shall have no voting authority at the JSC. The JSC shall have a chairperson, who shall serve for a term of one year, and who shall be selected alternately, on an annual basis, by either Party. The initial chairperson shall be designated by Piramal. The role of the chairperson shall be to convene and preside at meetings of the JSC, to prepare and circulate agendas and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JSC representatives. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL –

  • Compositions any corporate action, legal proceedings or other procedures or steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or to proposing any kind of composition, compromise or arrangement involving such company and any of its creditors; or

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