{"component": "clause", "props": {"groups": [{"snippet": "\u2587\u2587. \u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 and \u2587\u2587. \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587", "snippet_links": [], "samples": [{"hash": "7PBQ3G0O6QJ", "uri": "/contracts/7PBQ3G0O6QJ#executive-directors", "label": "Assets Transfer Agreement", "score": 35.303817749, "published": true}, {"hash": "fI5ES7Y4nlC", "uri": "/contracts/fI5ES7Y4nlC#executive-directors", "label": "Security Inspection Equipment Leasing Framework Agreement", "score": 34.6955909729, "published": true}, {"hash": "jEzLoZVMulr", "uri": "/contracts/jEzLoZVMulr#executive-directors", "label": "Assets Leasing Agreement", "score": 34.6020736694, "published": true}], "size": 38, "hash": "4d7bc0b41b748d58dfee0001ef563642", "id": 1}, {"snippet": "(a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an \u201cExecutive Director\u201d), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the \u201cContinued Employment Condition\u201d) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the \u201cExecutive Holdco Step-Down\u201d), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations.\n(b) For so long as the Company Charter shall provide for the division of directors into three classes, one Executive Director shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 being designated as the initial Class III director and \u2587\u2587\u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587 being the initial Class II director).\n(c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company\u2019s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company\u2019s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee\u2019s election as a director, such director shall be appointed to the Executive Committee. In addition, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company\u2019s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliates.\n(d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual\u2019s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Director. If the Governing Body is then-different from the Board, upon any such nominee\u2019s election as a director, such director shall be appointed to the Executive Committee.\n(e) Executive Holdco shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal \u201cfor cause\u201d as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason of the permanent disability, death, removal or resignation of an Executive Director, and the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee\u2019s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company\u2019s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsors.\n(f) If at any time the Continued Employment Condition is not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body.\n(g) For the avoidance of doubt, any member of the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may be removed from the Board (or Governing Body, as applicable) in accordance with the provisions of the Company Charter and the Company By-laws.\n(h) The Company shall reimburse the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director\u2019s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Body, or any committee or subcommittee of either of the foregoing.\n(i) Notwithstanding anything herein to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to \u201cExecutive Holdco\u201d herein with respect to such designation shall be deemed to be a reference to such Key Executive.", "snippet_links": [{"key": "the-parties", "type": "definition", "offset": [4, 15]}, {"key": "executive-holdco", "type": "definition", "offset": [34, 50]}, {"key": "in-accordance-with", "type": "definition", "offset": [175, 193]}, {"key": "chief-executive-officer", "type": "clause", "offset": [337, 360]}, {"key": "chairman-of-the-company", "type": "clause", "offset": [374, 397]}, {"key": "employment-condition", "type": "clause", "offset": [414, 434]}, {"key": "equal-to", "type": "definition", "offset": [653, 661]}, {"key": "ownership-minimum", "type": "definition", "offset": [687, 704]}, {"key": "triggering-event", "type": "clause", "offset": [710, 726]}, {"key": "in-clause", "type": "clause", "offset": [737, 746]}, {"key": "the-definition", "type": "definition", "offset": [755, 769]}, {"key": "this-clause", "type": "clause", "offset": [806, 817]}, {"key": "each-case", "type": "definition", "offset": [862, 871]}, {"key": "subject-to-the", "type": "clause", "offset": [873, 887]}, {"key": "exercise-of-the", "type": "clause", "offset": [895, 910]}, {"key": "fiduciary-duties-of-the-board", "type": "clause", "offset": [911, 940]}, {"key": "the-governing-body", "type": "definition", "offset": [978, 996]}, {"key": "appropriate-committee", "type": "definition", "offset": [1005, 1026]}, {"key": "the-foregoing", "type": "definition", "offset": [1056, 1069]}, {"key": "director-nominations", "type": "clause", "offset": [1087, 1107]}, {"key": "company-charter", "type": "clause", "offset": [1132, 1147]}, {"key": "for-the-division", "type": "definition", "offset": [1162, 1178]}, {"key": "class-ii-director", "type": "definition", "offset": [1260, 1277]}, {"key": "as-executive", "type": "clause", "offset": [1291, 1303]}, {"key": "right-to-designate", "type": "clause", "offset": [1319, 1337]}, {"key": "other-executive", "type": "definition", "offset": [1371, 1386]}, {"key": "key-executives", "type": "definition", "offset": [1486, 1500]}, {"key": "initial-class", "type": "definition", "offset": [1545, 1558]}, {"key": "in-connection-with", "type": "clause", "offset": [1636, 1654]}, {"key": "the-election", "type": "clause", "offset": [1655, 1667]}, {"key": "class-iii-directors", "type": "definition", "offset": [1684, 1703]}, {"key": "the-applicable", "type": "clause", "offset": [1803, 1817]}, {"key": "election-as-a-director", "type": "clause", "offset": [1841, 1863]}, {"key": "the-proxy-statement", "type": "clause", "offset": [1905, 1924]}, {"key": "consent-solicitation", "type": "clause", "offset": [1929, 1949]}, {"key": "relating-to", "type": "definition", "offset": [1986, 1997]}, {"key": "election-of-directors", "type": "definition", "offset": [2002, 2023]}, {"key": "level-of-support", "type": "definition", "offset": [2099, 2115]}, {"key": "other-individual", "type": "definition", "offset": [2176, 2192]}, {"key": "director-of-the-company", "type": "definition", "offset": [2220, 2243]}, {"key": "in-the-event-the", "type": "clause", "offset": [2300, 2316]}, {"key": "the-executive-committee", "type": "definition", "offset": [3099, 3122]}, {"key": "in-addition", "type": "clause", "offset": [3124, 3135]}, {"key": "on-the-board", "type": "definition", "offset": [3290, 3302]}, {"key": "committee-of-the-board", "type": "definition", "offset": [3404, 3426]}, {"key": "of-the-executive", "type": "clause", "offset": [3445, 3461]}, {"key": "required-by", "type": "definition", "offset": [3493, 3504]}, {"key": "applicable-law", "type": "clause", "offset": [3505, 3519]}, {"key": "stock-exchange-rules", "type": "definition", "offset": [3523, 3543]}, {"key": "for-the-company", "type": "definition", "offset": [3591, 3606]}, {"key": "audit-committee", "type": "clause", "offset": [3609, 3624]}, {"key": "other-committee", "type": "definition", "offset": [3650, 3665]}, {"key": "related-party-transaction", "type": "definition", "offset": [3696, 3721]}, {"key": "by-executive", "type": "clause", "offset": [3830, 3842]}, {"key": "to-the-company", "type": "clause", "offset": [4137, 4151]}, {"key": "written-statement", "type": "clause", "offset": [4154, 4171]}, {"key": "prior-to-the", "type": "clause", "offset": [4198, 4210]}, {"key": "annual-meeting", "type": "definition", "offset": [4249, 4263]}, {"key": "nominating-directors", "type": "clause", "offset": [4264, 4284]}, {"key": "in-writing", "type": "clause", "offset": [4322, 4332]}, {"key": "by-the-company", "type": "clause", "offset": [4333, 4347]}, {"key": "business-address", "type": "definition", "offset": [4385, 4401]}, {"key": "telephone-number", "type": "definition", "offset": [4403, 4419]}, {"key": "facsimile-number", "type": "definition", "offset": [4421, 4437]}, {"key": "mail-address", "type": "definition", "offset": [4444, 4456]}, {"key": "written-notice", "type": "definition", "offset": [4520, 4534]}, {"key": "the-executive-director", "type": "definition", "offset": [4588, 4610]}, {"key": "permanently-disabled", "type": "definition", "offset": [4816, 4836]}, {"key": "replacement-executive", "type": "clause", "offset": [5008, 5029]}, {"key": "the-company-shall", "type": "clause", "offset": [5043, 5060]}, {"key": "efforts-to-comply", "type": "clause", "offset": [5085, 5102]}, {"key": "amendment-to-the", "type": "clause", "offset": [5170, 5186]}, {"key": "right-to-request", "type": "clause", "offset": [5565, 5581]}, {"key": "holders-of", "type": "clause", "offset": [5657, 5667]}, {"key": "company-securities", "type": "definition", "offset": [5668, 5686]}, {"key": "parties-hereto", "type": "definition", "offset": [5721, 5735]}, {"key": "sl-parties", "type": "definition", "offset": [5763, 5773]}, {"key": "executive-parties", "type": "definition", "offset": [5789, 5806]}, {"key": "other-stockholders", "type": "clause", "offset": [5832, 5850]}, {"key": "party-hereto", "type": "definition", "offset": [5851, 5863]}, {"key": "any-action", "type": "definition", "offset": [5932, 5942]}, {"key": "for-cause", "type": "clause", "offset": [6126, 6135]}, {"key": "for-purposes-of", "type": "clause", "offset": [6148, 6163]}, {"key": "delaware-law", "type": "definition", "offset": [6164, 6176]}, {"key": "court-of-competent-jurisdiction", "type": "definition", "offset": [6233, 6264]}, {"key": "state-of-delaware", "type": "definition", "offset": [6272, 6289]}, {"key": "the-request", "type": "clause", "offset": [6314, 6325]}, {"key": "pursuant-to-section", "type": "definition", "offset": [6598, 6617]}, {"key": "all-necessary-action", "type": "clause", "offset": [6802, 6822]}, {"key": "reasonably-available", "type": "definition", "offset": [6823, 6843]}, {"key": "removal-of", "type": "clause", "offset": [6876, 6886]}, {"key": "except-to-the-extent", "type": "clause", "offset": [6946, 6966]}, {"key": "designation-rights", "type": "definition", "offset": [6994, 7012]}, {"key": "appointment-to-the-board", "type": "clause", "offset": [7106, 7130]}, {"key": "created-by", "type": "definition", "offset": [7162, 7172]}, {"key": "permanent-disability", "type": "definition", "offset": [7187, 7207]}, {"key": "removal-or-resignation", "type": "clause", "offset": [7216, 7238]}, {"key": "senior-executive", "type": "definition", "offset": [7880, 7896]}, {"key": "in-consultation-with", "type": "definition", "offset": [7992, 8012]}, {"key": "nominating-committee", "type": "definition", "offset": [8017, 8037]}, {"key": "in-existence", "type": "definition", "offset": [8073, 8085]}, {"key": "use-reasonable-best-efforts", "type": "clause", "offset": [8199, 8226]}, {"key": "employee-of-the-company", "type": "definition", "offset": [8338, 8361]}, {"key": "at-all-times", "type": "definition", "offset": [8388, 8400]}, {"key": "comply-with-the", "type": "clause", "offset": [8404, 8419]}, {"key": "corporate-policies", "type": "definition", "offset": [8430, 8448]}, {"key": "code-of-ethics", "type": "clause", "offset": [8465, 8479]}, {"key": "notice-from-the-company", "type": "clause", "offset": [8629, 8652]}, {"key": "to-executive", "type": "clause", "offset": [8665, 8677]}, {"key": "the-company-has", "type": "definition", "offset": [8834, 8849]}, {"key": "in-advance", "type": "clause", "offset": [8936, 8946]}, {"key": "members-of-the-board", "type": "clause", "offset": [9067, 9087]}, {"key": "other-members", "type": "clause", "offset": [9200, 9213]}, {"key": "the-company-and-its-subsidiaries", "type": "clause", "offset": [9275, 9307]}, {"key": "to-the-same-extent", "type": "definition", "offset": [9353, 9371]}, {"key": "entered-into", "type": "clause", "offset": [9493, 9505]}, {"key": "executive-party", "type": "definition", "offset": [9513, 9528]}, {"key": "operating-company", "type": "definition", "offset": [9560, 9577]}, {"key": "the-ipo", "type": "clause", "offset": [9637, 9644]}, {"key": "this-agreement", "type": "clause", "offset": [9656, 9670]}, {"key": "the-underwriters", "type": "definition", "offset": [9684, 9700]}, {"key": "obligation-of-the", "type": "clause", "offset": [9776, 9793]}, {"key": "public-companies", "type": "clause", "offset": [9853, 9869]}, {"key": "boards-of-directors", "type": "definition", "offset": [9876, 9895]}, {"key": "private-equity", "type": "definition", "offset": [9923, 9937]}, {"key": "financial-sponsors", "type": "clause", "offset": [9947, 9965]}, {"key": "at-any-time", "type": "clause", "offset": [9974, 9985]}, {"key": "requested-by", "type": "clause", "offset": [10080, 10092]}, {"key": "company-in", "type": "clause", "offset": [10097, 10107]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [11021, 11047]}, {"key": "member-of-the-board", "type": "definition", "offset": [11053, 11072]}, {"key": "directors-and", "type": "clause", "offset": [11150, 11163]}, {"key": "the-provisions-of-the", "type": "clause", "offset": [11272, 11293]}, {"key": "other-director", "type": "definition", "offset": [11399, 11413]}, {"key": "affiliated-with", "type": "definition", "offset": [11414, 11429]}, {"key": "costs-and-expenses", "type": "definition", "offset": [11480, 11498]}, {"key": "travel-expenses", "type": "clause", "offset": [11510, 11525]}, {"key": "attendance-and-participation", "type": "clause", "offset": [11571, 11599]}, {"key": "meetings-of-the-board", "type": "clause", "offset": [11603, 11624]}, {"key": "pursuant-to-the-terms", "type": "clause", "offset": [11981, 12002]}, {"key": "to-exercise", "type": "clause", "offset": [12106, 12117]}, {"key": "in-lieu-of", "type": "clause", "offset": [12141, 12151]}, {"key": "all-references-to", "type": "definition", "offset": [12174, 12191]}, {"key": "a-reference-to", "type": "clause", "offset": [12273, 12287]}], "samples": [{"hash": "9goOCOq4lOG", "uri": "/contracts/9goOCOq4lOG#executive-directors", "label": "Stockholders Agreement (Endeavor Group Holdings, Inc.)", "score": 32.4168395996, "published": true}, {"hash": "2GHyeU3szmk", "uri": "/contracts/2GHyeU3szmk#executive-directors", "label": "Stockholders Agreement (Endeavor Group Holdings, Inc.)", "score": 32.2991104126, "published": true}], "size": 11, "hash": "576a03a7a1b04a90f3950331ab8a0742", "id": 2}, {"snippet": "\u2587\u2587 \u2587\u2587\u2587 (Chairman and Chief Executive Officer) and Mr. \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 (Deputy Chief Executive Officer and Editor-in-Chief)", "snippet_links": [{"key": "chairman-and-chief-executive-officer", "type": "clause", "offset": [8, 44]}, {"key": "deputy-chief-executive-officer", "type": "definition", "offset": [67, 97]}], "samples": [{"hash": "55mijSaOzIQ", "uri": "/contracts/55mijSaOzIQ#executive-directors", "label": "Framework Lease Agreement", "score": 35.5675315857, "published": true}, {"hash": "9uTiDUtBu6e", "uri": "/contracts/9uTiDUtBu6e#executive-directors", "label": "Value Added Telecommunications Service Agreements", "score": 34.5675315857, "published": true}, {"hash": "dGHXe1QHW6J", "uri": "/contracts/dGHXe1QHW6J#executive-directors", "label": "Framework Lease Agreement", "score": 33.9723854065, "published": true}], "size": 5, "hash": "08462e2fbecd4eead0d81d239fa44a24", "id": 9}, {"snippet": "\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587 \u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587 (Executive Chairman), Mr \u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 (Chief Executive Officer), \u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587 and Ms \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587; and", "snippet_links": [{"key": "executive-chairman", "type": "definition", "offset": [24, 42]}, {"key": "chief-executive-officer", "type": "clause", "offset": [70, 93]}], "samples": [{"hash": "eKQTFbVAvOW", "uri": "/contracts/eKQTFbVAvOW#executive-directors", "label": "Tenancy Agreement", "score": 31.1520347595, "published": true}, {"hash": "50UGt8qagrD", "uri": "/contracts/50UGt8qagrD#executive-directors", "label": "Tenancy Agreement", "score": 25.6331272125, "published": true}], "size": 8, "hash": "f45a4ca5480cf92c4d8b5e6b8e82b2b0", "id": 5}, {"snippet": "\u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587 (Vice-Chairman and Chief Executive Officer)", "snippet_links": [{"key": "chairman-and-chief-executive-officer", "type": "clause", "offset": [21, 57]}], "samples": [{"hash": "hDQD0Z9I6XT", "uri": "/contracts/hDQD0Z9I6XT#executive-directors", "label": "Sub Tenancy Agreement", "score": 26.9242172241, "published": true}, {"hash": "1af41UhF6Vm", "uri": "/contracts/1af41UhF6Vm#executive-directors", "label": "Joint Venture Agreement", "score": 22.3189601898, "published": true}], "size": 5, "hash": "6c191f83d3644cceabf227706c9791df", "id": 10}, {"snippet": "Foo \u2587\u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587, \u2587\u2587\u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587 and Kong \u2587\u2587\u2587 Man \u2587\u2587\u2587\u2587\u2587; and (ii) Independent Non-Executive Directors: \u2587\u2587\u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587, \u2587\u2587\u2587 \u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587 and \u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587.", "snippet_links": [], "samples": [{"hash": "c38JAVerWFM", "uri": "/contracts/c38JAVerWFM#executive-directors", "label": "Disposal of Subsidiaries", "score": 22.824962616, "published": true}], "size": 6, "hash": "acdaa7b9f6b9eb00f9e216b9625daeec", "id": 8}, {"snippet": "(a) The Executive Directors shall be responsible for the conduct of the general operations of the Association, and for this purpose shall exercise all the powers given to them by this Agreement or delegated to them by the Board of Governors.\n(b) The Executive Directors of the Association shall be composed ex officio of each Executive Director of the Bank who shall have been (i) appointed by a member of the Bank which is also a member of the Association, or (ii) elected in an election in which the votes of at least one member of the Bank which is also a member of the Association shall have counted toward his election. The Alternate to each such Executive Director of the Bank shall ex officio be an Alternate Director of the Association. Any Director shall cease to hold office if the member by which he was appointed, or if all the members whose votes counted toward his election, shall cease to be members of the Association.\n(c) Each Director who is an appointed Executive Director of the Bank shall be entitled to cast the number of votes which the member by which he was appointed is entitled to cast in the Association. Each Director who is an elected Executive Director of the Bank shall be entitled to cast the number of votes which the member or members of the Association whose votes counted toward his election in the Bank are entitled to cast in the Association. All the votes which a Director is entitled to cast shall be cast as a unit.\n(d) An Alternate Director shall have full power to act in the absence of the Director who shall have appointed him. When a Director is present, his Alternate may participate in meetings but shall not vote.\n(e) A quorum for any meeting of the Executive Directors shall be a majority of the Directors exercising not less than one-half of the total voting power.\n(f) The Executive Directors shall meet as often as the business of the Association may require.\n(g) The Board of Governors shall adopt regulations under which a member of the Association not entitled to appoint an Executive Director of the Bank may send a representative to attend any meeting of the Executive Directors of the Association when a request made by, or a matter particularly affecting, that member is under consideration.", "snippet_links": [{"key": "responsible-for", "type": "clause", "offset": [37, 52]}, {"key": "general-operations", "type": "clause", "offset": [72, 90]}, {"key": "agreement-or", "type": "definition", "offset": [184, 196]}, {"key": "the-board-of-governors", "type": "clause", "offset": [218, 240]}, {"key": "ex-officio", "type": "definition", "offset": [307, 317]}, {"key": "director-of", "type": "clause", "offset": [336, 347]}, {"key": "member-of-the-bank", "type": "definition", "offset": [396, 414]}, {"key": "member-of-the-association", "type": "definition", "offset": [431, 456]}, {"key": "an-election", "type": "clause", "offset": [477, 488]}, {"key": "the-bank-shall", "type": "clause", "offset": [674, 688]}, {"key": "alternate-director", "type": "clause", "offset": [706, 724]}, {"key": "the-members", "type": "clause", "offset": [836, 847]}, {"key": "members-of-the-association", "type": "clause", "offset": [907, 933]}, {"key": "appointed-executive", "type": "definition", "offset": [963, 982]}, {"key": "number-of-votes", "type": "clause", "offset": [1034, 1049]}, {"key": "an-elected", "type": "clause", "offset": [1154, 1164]}, {"key": "member-or-members", "type": "definition", "offset": [1252, 1269]}, {"key": "a-director", "type": "definition", "offset": [1402, 1412]}, {"key": "a-unit", "type": "clause", "offset": [1450, 1456]}, {"key": "power-to-act", "type": "clause", "offset": [1500, 1512]}, {"key": "participate-in", "type": "definition", "offset": [1620, 1634]}, {"key": "of-the-executive", "type": "clause", "offset": [1693, 1709]}, {"key": "majority-of-the-directors", "type": "definition", "offset": [1731, 1756]}, {"key": "total-voting-power", "type": "clause", "offset": [1798, 1816]}, {"key": "the-business", "type": "clause", "offset": [1869, 1881]}, {"key": "not-entitled", "type": "definition", "offset": [2005, 2017]}, {"key": "the-bank-may", "type": "clause", "offset": [2054, 2066]}, {"key": "to-attend", "type": "clause", "offset": [2089, 2098]}, {"key": "under-consideration", "type": "definition", "offset": [2232, 2251]}], "samples": [{"hash": "kOzORZxlHrE", "uri": "/contracts/kOzORZxlHrE#executive-directors", "label": "Articles of Agreement", "score": 27.3609371185, "published": true}, {"hash": "5Y2X4H5fPyi", "uri": "/contracts/5Y2X4H5fPyi#executive-directors", "label": "Articles of Agreement", "score": 20.7748298645, "published": true}, {"hash": "wcv6zkS1FZ", "uri": "/contracts/wcv6zkS1FZ#executive-directors", "label": "Articles of Agreement", "score": 19.0, "published": true}], "size": 8, "hash": "91fda5549481fedf1d26a8e5b5e82a5c", "id": 4}, {"snippet": "Messrs. \u2587\u2587\u2587\u2587 \u2587\u2587\u2587 Kong, Kuok Khoon \u2587\u2587\u2587, \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587", "snippet_links": [], "samples": [{"hash": "j01eLA87q5f", "uri": "/contracts/j01eLA87q5f#executive-directors", "label": "Conditional Placing Agreement", "score": 24.8015060425, "published": true}, {"hash": "cNEkgiVkU2o", "uri": "/contracts/cNEkgiVkU2o#executive-directors", "label": "Conditional Placing Agreement", "score": 24.8015060425, "published": true}, {"hash": "7DjterDAV3y", "uri": "/contracts/7DjterDAV3y#executive-directors", "label": "Conditional Placing Agreement", "score": 24.8015060425, "published": true}], "size": 6, "hash": "1da774537a3b463497cc7f2319bb537f", "id": 6}, {"snippet": "\u2587\u2587. \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 (Chairman) (also an alternate director to \u2587\u2587. \u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587), \u2587\u2587. \u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587 (also an alternate director to \u2587\u2587. \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587) and Mr. \u2587\u2587\u2587\u2587 \u2587\u2587 \u2587\u2587\u2587 (also an alternate director to \u2587\u2587. \u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 and \u2587\u2587. \u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587)", "snippet_links": [{"key": "alternate-director", "type": "clause", "offset": [36, 54]}], "samples": [{"hash": "iS8tgtb3gLr", "uri": "/contracts/iS8tgtb3gLr#executive-directors", "label": "Advertising Contract", "score": 29.9147453308, "published": true}, {"hash": "54j58azz2ad", "uri": "/contracts/54j58azz2ad#executive-directors", "label": "Advertising Contract", "score": 28.5734348297, "published": true}, {"hash": "7N7tZhybEqC", "uri": "/contracts/7N7tZhybEqC#executive-directors", "label": "Outdoor Advertising Contract", "score": 25.5459060669, "published": true}], "size": 8, "hash": "4b817837149d107160977718859c215f", "id": 3}, {"snippet": "(a) The Executive Directors shall be responsible for the conduct of the general operations of the Fund, and for this purpose shall exercise all the powers delegated to them by the Board of Governors.\n(b) There shall be not less than twelve directors who need not be governors, and of whom\n(i) Five shall be appointed by the five members having the largest quotas;\n(ii) Not more than two shall be appointed when the provisions of (c) below apply;\n(iii) Five shall be elected by the members not entitled to appoint directors, other than the American Republics; and\n(iv) Two shall be elected by The American Republics not entitled to appoint directors. For the purposes of this paragraph, members means governments of countries whose names are set forth in Schedule A, whether they become members in accordance with Article XX or in accordance with Article 11, Section 2. When governments of other countries become members, the Board of Governors may, by a four-fifths majority of the total voting power, increase the number of directors to be elected.\n(c) If, at the second regular election of directors and thereafter, the members entitled to appoint directors under (b) (i) above do not include the two members, the holdings of whose currencies by the Fund have been, on the average over the preceding two years, reduced below their quotas by the largest absolute amounts in terms of gold as a common denominator, either one or both of such members, as the case may be, shall be entitled to appoint a director.\n(d) Subject to Article XX, Section 3 (b) elections of elective directors shall be conducted at intervals of two years in accordance with the provisions of Schedule C, supplemented by such regulations as the Fund deems appropriate. Whenever the Board of Governors increases the number of directors to be elected under (b) above, it shall issue regulations making appropriate changes in the proportion of votes required to elect directors under the provisions of Schedule C.\n(e) Each director shall appoint an alternate with full power to act for him when he is not present. When the directors appointing them are present, alternates may participate in meetings but may not vote.\n(f) Directors shall continue in office until their successors are appointed or elected. If the office of an elected director becomes vacant more than ninety days before the end of his term, another director shall be elected for the remainder of the term by the members who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate.\n(g) The Executive Directors shall function in continuous session at the principal office of the Fund and shall meet as often as the business of the Fund may require.\n(h) A quorum for any meeting of the Executive Directors shall be a majority of the directors representing not less than one-half of the voting power.\n(i) Each appointed director shall be entitled to cast the number of votes allotted under Section 5 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted towards his election. When the provisions of Section 5 (b) of this Article are applicable, the votes which a director would otherwise be entitled to cast shall be increased or decreased correspondingly. All the votes which a director is entitled to cast shall be cast as a unit.\n(j) The Board of Governors shall adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors when a request made by, or a matter particularly affecting, that member is under consideration.\n(k) The Executive Directors may appoint such committees as they deem advisable. Membership of committees need not be limited to governors or directors or their alternates.", "snippet_links": [{"key": "responsible-for", "type": "clause", "offset": [37, 52]}, {"key": "general-operations", "type": "clause", "offset": [72, 90]}, {"key": "the-board-of-governors", "type": "clause", "offset": [176, 198]}, {"key": "by-the-members", "type": "clause", "offset": [474, 488]}, {"key": "not-entitled", "type": "definition", "offset": [489, 501]}, {"key": "to-appoint-directors", "type": "clause", "offset": [502, 522]}, {"key": "for-the-purposes-of", "type": "clause", "offset": [650, 669]}, {"key": "schedule-a", "type": "clause", "offset": [754, 764]}, {"key": "in-accordance-with", "type": "definition", "offset": [794, 812]}, {"key": "article-11", "type": "definition", "offset": [846, 856]}, {"key": "section-2", "type": "clause", "offset": [858, 867]}, {"key": "of-other-countries", "type": "clause", "offset": [886, 904]}, {"key": "total-voting-power", "type": "clause", "offset": [982, 1000]}, {"key": "number-of-directors", "type": "clause", "offset": [1015, 1034]}, {"key": "directors-and", "type": "clause", "offset": [1092, 1105]}, {"key": "by-the-fund", "type": "clause", "offset": [1245, 1256]}, {"key": "two-years", "type": "clause", "offset": [1302, 1311]}, {"key": "terms-of", "type": "clause", "offset": [1375, 1383]}, {"key": "the-case", "type": "definition", "offset": [1453, 1461]}, {"key": "a-director", "type": "definition", "offset": [1499, 1509]}, {"key": "subject-to-article", "type": "clause", "offset": [1515, 1533]}, {"key": "section-3", "type": "definition", "offset": [1538, 1547]}, {"key": "schedule-c", "type": "definition", "offset": [1666, 1676]}, {"key": "changes-in", "type": "definition", "offset": [1885, 1895]}, {"key": "votes-required", "type": "clause", "offset": [1914, 1928]}, {"key": "power-to-act", "type": "clause", "offset": [2039, 2051]}, {"key": "participate-in", "type": "definition", "offset": [2147, 2161]}, {"key": "in-office", "type": "clause", "offset": [2218, 2227]}, {"key": "the-office", "type": "clause", "offset": [2280, 2290]}, {"key": "elected-director", "type": "definition", "offset": [2297, 2313]}, {"key": "the-term", "type": "definition", "offset": [2434, 2442]}, {"key": "former-director", "type": "definition", "offset": [2474, 2489]}, {"key": "a-majority", "type": "definition", "offset": [2491, 2501]}, {"key": "votes-cast", "type": "definition", "offset": [2509, 2519]}, {"key": "office-of-the-fund", "type": "clause", "offset": [2771, 2789]}, {"key": "business-of-the-fund", "type": "clause", "offset": [2821, 2841]}, {"key": "of-the-executive", "type": "clause", "offset": [2884, 2900]}, {"key": "majority-of-the-directors", "type": "definition", "offset": [2922, 2947]}, {"key": "the-voting", "type": "clause", "offset": [2987, 2997]}, {"key": "appointed-director", "type": "definition", "offset": [3014, 3032]}, {"key": "number-of-votes", "type": "clause", "offset": [3063, 3078]}, {"key": "section-5", "type": "clause", "offset": [3094, 3103]}, {"key": "this-article", "type": "definition", "offset": [3107, 3119]}, {"key": "to-the-member", "type": "clause", "offset": [3120, 3133]}, {"key": "the-provisions-of-section", "type": "clause", "offset": [3259, 3284]}, {"key": "a-unit", "type": "clause", "offset": [3503, 3509]}, {"key": "a-member", "type": "definition", "offset": [3574, 3582]}, {"key": "to-attend", "type": "clause", "offset": [3660, 3669]}, {"key": "under-consideration", "type": "definition", "offset": [3784, 3803]}, {"key": "membership-of-committees", "type": "clause", "offset": [3885, 3909]}], "samples": [{"hash": "hl3MmXEuYEe", "uri": "/contracts/hl3MmXEuYEe#executive-directors", "label": "Articles of Agreement of the International Bank for Reconstruction and Development", "score": 19.0, "published": true}], "size": 6, "hash": "be3629384beb1d816df956ff12735907", "id": 7}], "next_curs": "ClwSVmoVc35sYXdpbnNpZGVyY29udHJhY3RzcjgLEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IhxleGVjdXRpdmUtZGlyZWN0b3JzIzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"title": "Executive Directors", "parents": [["organization-and-management", "Organization and Management"], ["corporate-governance", "Corporate Governance"], ["definitions", "Definitions"], ["defined-terms", "Defined Terms"], ["additional-terms", "Additional Terms"]], "children": [], "size": 168, "id": "executive-directors", "related": [["executive-director", "Executive Director", "Executive Director"], ["executive-management", "Executive Management", "Executive Management"], ["executive-committee", "Executive Committee", "Executive Committee"], ["initial-directors", "Initial Directors", "Initial Directors"], ["executive-board", "Executive Board", "Executive Board"]], "related_snippets": [], "updated": "2026-05-29T05:44:52+00:00"}, "json": true, "cursor": ""}}