Equity Board Sample Clauses

Equity Board. (a) As soon as practicable on or after November 15, 1994, the General Partners shall establish an Equity Board of the Partnership which, prior to the reconstitution of the Equity Board pursuant to subsection (b) below (which shall not occur prior to the earlier of January 1, 1998, or the first Restructuring), shall consist of the Chairperson from time to time of the Operating Board, the Chief Executive Officer from time to time of the Partnership, and ten (10) persons appointed as follows: (i) two (2) persons appointed by PIMCO Partners, (ii) three (3) persons appointed by PFAMCO, (iii) two (2) persons appointed by a majority in interest of the Series B Preferred shareholders of TAG Inc., and (iv) three (3) Disinterested Directors appointed by the members of the Equity Board who are not Disinterested Directors. Prior to the reconstitution of the Equity Board: (i) the initial terms of office of the members of the Equity Board appointed pursuant to this subsection (a) other than the Disinterested Directors, the Chairperson of the Operating Board and the Chief Executive Officer of the Partnership, shall end on the last day of the calendar year next following the date of their appointment; (ii) the initial terms of office of the Disinterested Directors shall end on December 31, 1994, 1995 and 1996 respectively; (iii) the succeeding terms of office of appointed members shall be one (1) year; (iv) not later than one (1) month prior to the expiration of the terms of office of the appointed members of the Equity Board, they shall be reappointed or their successors shall be appointed in accordance with the preceding sentence, to take office as members of the Equity Board upon the expiration of such terms; (v) an appointed member of the Equity Board may be removed at any time by the party or parties which appointed him or her; and (vi) upon the resignation, removal or death of an appointed member of the Equity Board, his or her successor shall be appointed by the party or parties which appointed him or her. Notwithstanding the provisions of Article XIV , this subsection (a) may not be amended prior to the earlier of January 1, 1998, or the first Restructuring. (b) This Section 10.9 and the defined terms referred to only in this Section 10.9 shall be deleted in their entirety on the earlier of January 1, 1998, or the first Restructuring, and this Agreement shall be restated to reflect such deletion.
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Related to Equity Board

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Independent Directors As long as any Trust Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in Bankruptcy for any Affiliate of the Company.