Composition of Board Committees Sample Clauses

Composition of Board Committees. Promptly following the execution and delivery of this Agreement, the Stockholders shall take and shall cause their respective director designees to take all actions necessary and advisable to (i) cause the Executive Committee of the Board (the "Executive Committee") to be comprised of two Brand Directors to be designated from time to time by Brand (one of whom shall be the chairman of the committee) and one Purchaser Director to be designated from time to time by the Purchaser Group; provided, however, that from and after the Option Closing Date, the size of the Executive Committee shall be increased by one and the Purchaser Group shall have the right to designate a second Purchaser Director to be a member of the Executive Committee, and; provided, further, that from and after the Commencement Date, the size of the Executive Committee shall be further increased by one and the permanent Chief Executive Officer of the Company shall become a member of the Executive Committee, ex officio, (ii) cause the Compensation Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group, and (iii) cause the Audit Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group.
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Composition of Board Committees. After the Xxxxxx Directors have been elected to the Board of Directors, the membership of each Committee of the Board of Directors shall be considered vacant until the Incumbent Directors and the Xxxxxx Directors designate members of each Committee pursuant to this subsection 2(g). Notwithstanding any provisions of the By-Laws of the Company to the contrary, each Committee of the Board of Directors shall at all times be composed of an equal number of Incumbent Directors and Xxxxxx Directors. Each Director chosen to serve on a Committee shall have the independence and qualifications required by the By-Laws and applicable laws and regulations.
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Composition of Board Committees. The Company Group shall, or shall cause each of the persons who it appoints to serve on the Board of Directors of Purchaser upon the Closing, to agree that the composition of the Audit Committee and Compensation Committee of the Purchaser shall include at least one independent director who is appointed to the Board of Directors by Purchaser prior to the Effective Time.
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Composition of Board Committees. The Company agrees to cause the Board to establish or maintain a Compensation Committee and an Audit Committee. The Compensation Committee shall consist of four (4) individuals and the Audit Committee shall consist of three (3) individuals. Each of Crystal Internet Ventures, including Crystal Internet Venture Fund II (BVI), L.P. and Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. (collectively, “Crystal”), Advantage Capital New York Partners I, L.P. (“Advantage”) and Pacven Xxxxxx Ventures IV, L.P. (“Xxxxxx”) shall be entitled to nominate at least one (1) representative to each such committee. North Atlantic Venture Fund III and North Atlantic SBIC IV, L.P. (collectively, “North Atlantic”) shall be entitled to nominate at least one (1) representative to the Compensation Committee. The right of Crystal, Advantage and Xxxxxx, respectively, to nominate designees to the Compensation and Audit Committees and the right of North Atlantic to nominate a designee to the Compensation Committee shall terminate upon the earlier of (i) the date on which Crystal, Advantage, Xxxxxx or North Atlantic, as applicable, does not hold at least fifteen percent (15%) of the shares of Common Stock initially issued to such Investor (including those shares of Common Stock issued or issuable upon conversion of the Preferred Stock) or (ii) approval by the Board of a transaction constituting a Liquidation Event.
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Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P. shall be entitled to nominate at least one (1) representative to each such committee.
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Composition of Board Committees. Each of the Compensation Committee and the Audit Committee shall be comprised of one member of management who is also a director, one of the Investors' Nominees, and one Independent Director.
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Composition of Board Committees. The Company agrees to cause the Board of Directors to establish or maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall serve as the administering committee under the Option Plans and any future stock option plans) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). The Compensation Committee shall be comprised of independent directors, one of whom shall be nominated by the MSVP Investors and one of whom shall be nominated by the J.H. Xxxxxxx Xxxestors (collectively, the "Investor Nominees"). The MSVP Investors' and the J.H. Xxxxxxx Xxxestors' respective right to nominate a member of the Compensation Committee shall terminate upon the earlier of (i) the date on which the Investors do not hold at least fifty percent (50%) of the shares of Common Stock issued to the Investors under the Purchase Agreement (including those shares of Common Stock issued or issuable upon conversion of the Series B Convertible Preferred Stock) or (ii) consummation of a merger, acquisition or sale of all or substantially all of the assets of the Corporation which has been approved by the Board of Directors unless the Corporation's stockholders of record as constituted immediately prior to such merger, acquisition or sale will, immediately after such merger, acquisition or sale (by virtue of securities issued as
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Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Each of Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P., Commonwealth Capital Ventures II L.P. and Greylock XII Limited Partnership shall be entitled to nominate at least one (1) representative to each such committee and to any other committee formed by the Company.
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Related to Composition of Board Committees

  • Composition of Board of Directors (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • 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.

  • 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.

  • Committees (i) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • 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.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

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