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.
Composition of the Board. The Arbitration Board shall consist of three members. One shall be named by the employer and one named by the Union. Each of the parties to this Agreement shall have their respective Board member selected and made known to each other within seven (7) working days of notice being given by either party for the establishment of the Board. The third position on the Board is designated the Chair.
Composition of the Board. (a) Until the Substantial Ownership Requirement is no longer met, the Holders holding a majority of the shares of Class B Common Stock held by the Holders may, by means of a written resolution or consent in lieu thereof, designate the nominees for a majority of the members of the Board of Directors, including the Chair of the Board of Directors.
Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”).
Composition of the Board. (a) Subject to Section 2.01(b), commencing on the date of this Agreement, the Board shall consist of thirteen directors, comprised as follows:
Composition of the Board. The Board shall consist of nine members, of whom (i) three shall be nominated by the CSH Shareholders, (ii) two shall be nominated by the CSH Shareholders and shall be individuals which are not "Affiliates" or "Associates" (as those terms are used within the meaning of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of any Shareholder or its Affiliates, (iii) two shall be nominated by the CSH Shareholders and shall be individuals who are executive officers of the Company or its Subsidiaries and (iv) two shall be nominated by the Xxxxxxxxxxx Shareholders. Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that, no Shareholder shall be required to vote for the CSH Shareholders' or the Xxxxxxxxxxx Shareholders' nominee(s) , as applicable, if the number of Shares held by the group of Shareholders, as applicable, making the nomination is, at the close of business on the day preceding such vote or execution of consents, (x) less than 5% of the outstanding number of Shares of Common Stock, in the case of the CSH Shareholders or (y) less than 50% of its Initial Ownership of Common Stock, in the case of the Xxxxxxxxxxx Shareholders.
Composition of the Board. The members shall hold, or have held, academic rank with permanent appointment, and the Chair shall be selected by lot from an agreed upon list of qualified persons.
Composition of the Board. The composition of the Board is determined using the following principles:
Composition of the Board. The members of the Post-Closing Company Board of Directors shall have been elected or appointed as of the Closing in accordance with the requirements of Section 5.16.
Composition of the Board. (a) The Board shall initially be composed of seven (7) individuals, and shall include three (3) individuals to be appointed by the CTT Partner, one (1) individual to be appointed by BCI Partners, one (1) individual to be appointed by Medley Partner, one (1) individual to be appointed by TIG Partner, and one (1) individual to appointed by Highland Partners. Each individual so appointed is referred to herein as a “Board Member”. The initial Board Members shall be Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxx (each appointed by CTT Partner), Sameer Jinnah (appointed by BCI Partners), Xxxxx Xxxxx (appointed by Medley Partner), Xxxxxxx Lansing (appointed by TIG Partner), and Xxxxx Xxxxxxx (appointed by Highland Partners). Other than instances in which the Board is operating under the Alternative Voting System, each Board Member appointed by (i) CTT Partner shall have one and two-thirds votes, (ii) BCI Partners shall have one (1) vote, (iii) Medley Partner shall have one (1) vote, (iv) TIG Partner shall have one (1) vote, and (v) Highland Partners shall have one (1) vote, in each case, on each matter before the Board. The rights of the Partners to appoint Board Members pursuant to this Section 4.3(a) are subject to Section 2.2(f). Each Board Member shall hold office until his or her successor is appointed, or until his or her earlier resignation or removal, in each case in accordance with Section 4.4. Each Board Member shall be an individual. Upon written notice to the other Board Members, the Board Member appointed by any BCI Partner may send an alternative representative on its behalf to meetings of the Board, which representative shall have full ability to vote on behalf of such Board Member appointed by such BCI Partner at such meetings.
