Boards of Directors Sample Clauses

Boards of Directors. Prior to the Separation Time, the parties hereto shall take all actions necessary so that, effective immediately after the Separation Time, the Boards of Directors of U S WEST and New U S WEST shall be comprised of the individuals so named in the Proxy Statement.
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Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”).
Boards of Directors. (a) For so long as Silver Lake and its Affiliates own in the aggregate not less than thirty-five (35%) of the aggregate number of Shares issued to the Investors by the Company on the Closing Date, Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board one nominee who is a member of the general partner or investment advisor of Silver Lake (the "Investor Company Nominee") upon each regular election of the class of directors whose current term expires in 2003 ("Class II"). To this end, the Company and the Investors agree to take the following actions (unless Silver Lake shall have determined in its sole discretion not to nominate a nominee for election to the Board or to replace an Investor Company Nominee who has left the Board):
Boards of Directors. (a) The Board of Directors and the Dominick's Board shall each be composed of 11 members (or such lesser number of members as actually shall have been designated by the parties hereto in accordance with the provisions of this Section 5.1). Yucaipa shall be entitled, but not required, to designate 6 members to each such board of directors (collectively, the "Yucaipa Nominees"). Apollo (or any representative thereof designated by Apollo) shall be entitled to designate two members to each such board of directors (collectively, the "Apollo Nominees") and the Independent Nominator shall be entitled to designate one member to each such board of directors (the "Other Nominees" and, together with the Apollo Nominees, the "Investor Nominees"). The remaining two members of each such board of directors shall be selected by the Board of Directors and shall be "independent directors" as required by the rules and regulations of the New York Stock Exchange, Inc. (each, an "Independent Director").
Boards of Directors. At the Closing Date of the Share Exchange, the initial Board of Directors of each of the Company and its Subsidiaries shall initially consist of a minimum of three (3) and a maximum of five (5) persons, all of whom shall be Persons designated by PNG. In addition, as soon as practicable following the Closing Date, two (2) additional persons acceptable to PNG shall be added as independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which PNG trades, including a financial expert).
Boards of Directors. As of the Closing, (i) the authorized size of the Board shall be no less than seven (7) and no more than nine (9), and the Board of Directors shall be comprised of such directors as shall have been designated by the Purchaser and the Shareholders prior to the Closing as contemplated by the Voting Agreement, (ii) the authorized size of the Board of Directors of HK Entity shall be three, and the such Board of Directors shall be comprised of at least two designees of the Purchaser, (iii) the authorized size of the Board of Directors of WFOE shall be three, and such Board of Directors shall be comprised of at least two designees of the Purchaser, (iv) the authorized size of the Board of Directors of Domestic TopCo shall be two, and such Board of Directors shall be comprised of two designees of the Purchaser, and (v) the authorized size of the Board of Directors of Domestic Sub shall be two, and such Board of Directors shall be comprised of two designees of the Purchaser.
Boards of Directors. For so long as CCI shall be the record and beneficial owner of 100% of the Subject Shares of Reorganized GMI (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCI), each Xxxx/Xxxxxx Group Party hereby agrees that he or it will vote all of his or its shares of Stock of the Company and the Corporations, whether now owned or hereafter acquired, in favor of the election as a member of the board of directors of each of the Company and the Corporations (collectively, the “Boards of Directors”) one (1) representative of CCI (the “CCI Board Representative”). In addition to one CCI Board Representative, the Boards of Directors shall permit a second representative of CCI to attend meetings as an invited guest; provided, such Person shall have no right to vote or otherwise participate in meetings. The CCI Board Representative and the invited guest shall be Persons who shall be reasonably acceptable to the Xxxx/Xxxxxx Group Parties; provided, that neither Dr. Luis Xxxxxxx Xxxxxx Xxxxxxx, The Xxxxxx Vector Investment Trust, a California Trust, any executive officer of Penthouse International Inc., a Florida Corporation, nor any of their Affiliates or associates shall serve as the CCI Board Representative, without the prior written approval of Xxxx and Xxxxxx, acting on behalf of the Xxxx/Xxxxxx Group Parties. In the event that the initial CCI Board Representative shall fail or be unable to serve as a member of the Boards of Directors, such vacancy shall be filled solely by another designee of CCI reasonably acceptable to the Xxxx/Xxxxxx Group Parties. At each regular or special meeting of the Shareholders of the Company or any of the Corporations called for the purpose, in whole or in part, to elect directors of any such Corporation, all Shareholders shall vote all of their shares of Stock to implement the provisions of this Section 3.1. It is understood and agreed that the foregoing agreement of the Xxxx/Xxxxxx Group Parties shall terminate upon the sale or transfer of any of their Reorganized GMI Common Stock to any Person who is not an Affiliate of such transferor, but only with respect to the voting of such sold or transferred shares of Reorganized GMI Common Stock. The Company and the Corporations shall, from and after the Effective Date of the Plan: (A) conduct regularly scheduled in-person joint meetings of the Boards of Directors of the Company and the Corporati...
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Boards of Directors. At the Effective Time of the Merger, the initial Board of Directors of ASSAC, as the Surviving Corporation of the Merger, shall consist of seven (7) Persons, all of whom shall be Persons designated in the Purchase Agreement. In addition, two (2) of such directors shall be independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which ASSAC trades, and one of whom shall be a financial expert).
Boards of Directors. At the Effective Time of the Merger, the initial Board of Directors of Florham shall consist of five (5) Persons, all of whom shall be Persons designated by the EII Securityholders. In addition, three (3) of such directors shall be independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which Florham trades, and one of whom shall be a financial expert).
Boards of Directors. At the Effective Time of the Merger, the initial Board of Directors of XXXX shall consist of five (5) Persons, all of whom shall be Persons designated by the ABP Principal Stockholders. In addition, two (2) of such directors shall be independent directors (as defined in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which XXXX trades, and one of whom shall be a financial expert).
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