Initial Board of Directors. (a) If XXXX, through its interest in STAG GI, receives beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 10% or more of the total OP Units issued by the Operating Partnership in the Contributions, then immediately following the Public Offering, the Board shall consist of seven directors, at least five of whom will be Independent Directors (as defined below), each of whom will serve a one-year term and two of whom shall have been selected by XXXX. Of the two directors to be selected by XXXX, both must be Qualified Nominees (as defined below) and at least one must qualify as an Independent Director and qualify to serve as chairperson of at least one of the compensation, audit, nominating and investment committees of the Board and will be required to serve as chairperson of one of the aforesaid committees; provided, however, the composition of the Board and each committee thereof shall satisfy all listing requirements of the New York Stock Exchange. XXXX agrees to notify the Company of its proposed appointments for the initial Board at least one week in advance of the expected filing of the first amendment to the registration statement for the Public Offering, together with any information regarding such appointees as the Company reasonably requests.
Initial Board of Directors. The initial members of the Board of Directors of the Company are named on the attached Exhibit A. The members of the Board of Directors are the managers of the Company and shall exercise the powers conferred on them under this Agreement collectively in the manner provided herein. They shall continue in office until their successors are elected and have qualified, or until their earlier death, resignation or removal.
Initial Board of Directors. (a) Initially, and until the next meeting of stockholders, the Board shall consist of the following directors: Jxxxx X. Xxxxxx, Xx. Rxxxxx X. Xxxxxx Mxxxxxx X. Xxxxxx Each initial director shall hold his office until the 1999 annual meeting of stockholders of the Company (or a special meeting of stockholders in lieu thereof) and until his successor is duly elected and qualified or until his earlier resignation or removal. Each Capital Stockholder agrees to vote all of its shares of Common Stock and use its best efforts to elect to the Board at the 1999 annual meeting of stockholders of the Company and subsequent annual meetings or at any special stockholders' meeting at which directors are to be elected (except as otherwise provided in this Section 2.3) two directors to be designated by Hospitality Partners, and one director to be designated by Five Arrows; provided that each such director designated pursuant to this Section 2.3(a) is reasonably acceptable to the Capital Stockholder not designating such director. Each Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to elect a successor to such director designated by the Capital Stockholder or Capital Stockholders that designated such former director; provided that such successor is reasonably acceptable to the non-designating Capital Stockholder. Except as otherwise provided herein and subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director or the entire Board may be removed from office at any time with cause by the affirmative vote of a majority of the votes of all shares of capital stock of the Company then outstanding entitled to vote in the election of directors, voting as a single class. Any director shall be removed upon a showing of cause by a Capital Stockholder that did not designate such director reasonably satisfactory to the Capital Stockholder that designated such director, and the designating Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to remove such director.
Initial Board of Directors. It is anticipated that the number of directors of the Company shall be increased prior to the distribution of any offering circular or prospectus and that the vacancies shall be filled by Founders. The board of directors reserves the right, however, to fill any vacancies created by an increase in the number of directors with persons who are not Founders if the board determines that the addition of such person(s) to the board of directors of the Company would enhance the ability of the Proposed Banks to receive regulatory approval or to operate following receipt of regulatory approval. The board of directors of the Company shall also be empowered to identify the individuals to serve as the proposed board of directors of the Proposed Banks. The board of directors of the Company shall have the discretion to determine whether service by any proposed director would impair the ability of the Proposed Banks to receive all required regulatory approvals.
Initial Board of Directors. The names and mailing addresses of the initial members of the Board of Directors are: • [Name], [Address]; • [Name], [Address]; and • [Name], [Address]. * * * I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this ___day of _________, 2024. [Name] Exhibit B Form of Bylaws BYLAWS OF SEMNUR PHARMACEUTICALS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 SECTION 1. Registered Office 1 SECTION 2. Other Offices 1 ARTICLE II STOCKHOLDERS 1 SECTION 1. Time and Place of Meetings 1 SECTION 2. Annual Meetings 1 SECTION 3. Special Meetings 1 SECTION 4. Notice of Meetings 1 SECTION 5. Quorum; Adjournment; Postponement 2 SECTION 6. Organization 3 SECTION 7. Voting; Proxies; Required Vote 4 SECTION 8. Inspectors of Election 5 SECTION 9. Advance Notice Procedures for Stockholder Nominations of Directors and Other Business 5 SECTION 10. Submission of Questionnaire, Representation and Agreement 11 SECTION 11. Fixing Date for Determination of Stockholders of Record 12 SECTION 12. List of Stockholders Entitled to Vote 13 ARTICLE III BOARD OF DIRECTORS 13 SECTION 1. General Powers 13 SECTION 2. Number, Term and Qualification; Remuneration 14 SECTION 3. Quorum and Manner of Voting 14 SECTION 4. Places of Meetings; Conference Telephone Meetings 14 SECTION 5. Regular Meetings 14 SECTION 6. Special Meetings 14 SECTION 7. Notice of Meetings 14 SECTION 8. Chairman of the Board 15 SECTION 9. Organization 15 SECTION 10. Resignation 15 SECTION 11. Vacancies 15 SECTION 12. Removal of Director 15 SECTION 13. Action by Written Consent 16 ARTICLE IV COMMITTEES 16 SECTION 1. Appointment 16 SECTION 2. Procedures, Quorum and Xxxxxx of Acting 16 SECTION 3. Action by Written Consent 16 SECTION 4. Term; Termination 17 SECTION 5. Reliance on Books and Records 17 ARTICLE V OFFICERS 17 SECTION 1. Generally 17 SECTION 2. Resignation; Removal 17 SECTION 3. Chief Executive Officer 17 SECTION 4. President 18 SECTION 5. Vice-President 18 SECTION 6. Treasurer 18 SECTION 7. Chief Financial Officer 18 SECTION 8. Secretary 18 SECTION 9. Salaries 18 ARTICLE VI BOOKS AND RECORDS 19 SECTION 1. Location 19 ARTICLE VII STOCK 19 SECTION 1. Stock; Signatures 19 SECTION 2. Transfers of Stock 19 SECTION 3. Fractional Shares 19 SECTION 4. Lost, Stolen or Destroyed Certificates 20 ARTI...
Initial Board of Directors. (a) The Board of Directors of the Company (the “Board” and each director of the Board, a “Director”) as of the date of this Agreement shall consist of the following Directors: Name of Director Type of Director Xxxxx XxXxxxx Chief Executive Officer and Chairman Xxxxxxx Xxxxxx Nominated by the BC Investor Xxxxxx Xxxxxxx Nominated by the BC Investor Xxxxx Xxxxxxxxx Nominated by the BC Investor Xxxxx Xxxxxxxxxxx Nominated by the BC Investor Xxxx Xxxxxx Nominated by the Silver Lake Investor Xxxxxx Xxxxxx Remaining Director and Independent Director (each as defined below) Xxxxxxx Xxxxxxx Remaining Director Two Vacant Directorships
Initial Board of Directors. As of the date of this Agreement, Money's Board of Directors shall consist of an equal number of directors nominated by Xxxxxxx and Koyuncu on one hand and by Xxxxxxx and Feirstein on the other hand and Xxxxx Xxxxx and Xxxx XxXxxxxxx, as independent directors for purposes of this Agreement. The designees of Xxxxxxx and Koyuncu and of Oretzky and Feirstein are referred to individually as a “Stockholder Board Member” or collectively as the “Stockholder Board Members.” Solely for purposes of this Article III, if any of the Stockholders ceases to be an employee of Money or beneficially owns less than 100,000 shares of Common Stock, that person will have no rights to nominate any designees to the Board of Directors under this Section 3.0.
Initial Board of Directors. Immediately following the effective time of the Merger, the Board of Directors shall consist of the following members: Name of Director Type of Nominee Management Director GEI Director GEI Director [GEI Director] [GEI Director] Each of such persons shall hold his or her office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. Each of the parties by signing this Agreement hereby consents to the election of the nominees to such initial Board of Directors as listed above, effective as of immediately following the effective time of the Merger. Except as otherwise agreed by a majority of the Management Directors and a majority of the Non-Management Directors, the boards of directors of Hollywood and each other Subsidiary from the date hereof shall consist of the same individuals as the Board of Directors of the Company referred to above; provided, that, at the election of MW, the Management Directors on the board of directors of any such Subsidiary may be such other individuals as MW may select in his reasonable discretion, who shall be reasonably acceptable to GEI (so long as it is entitled to nominate at least one GEI Director). For the avoidance of doubt, for purposes of Section 1.1 of this Agreement, (x) each of the individuals named above shall be deemed acceptable to MW and GEI; provided, that (i) at least one Management Director shall be an employee of the Company or a Subsidiary and (ii) no more than two Management Directors shall not be employees of the Company or a Subsidiary and (y) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI or any of its Affiliates) shall be deemed acceptable to MW.
Initial Board of Directors. The Board of Directors of the Corporation shall consist of two Persons nominated by the Incumbent Chairman of the Board (the "Management Directors"), two Persons nominated by Limited (the "Limited Directors"), and five persons who are not Affiliates of any Management Investor or Limited ("Public Directors") named by the Nominating Committee and approved by the Board of Directors.
Initial Board of Directors. The Board of Directors, as of the Closing Date, shall consist of the following members: Xxxxxxx X. Xxxxxx (TCW Director) Xxxxxxx X. Xxxxxx (OCM Director) (OCM Executive Director) Xxxxxxx X. Xxxxxxxxx (OCM Director) Xxxxxxx X. Xxxxx, Xx. (WES&S Director) Xxxxxxx X. Xxxxxx (WES&S Director) (WES&S Executive Director) Xxxxx X. Xxxxxxx (WES&S Director) Xxxxx X. Xxxxxx (Chief Executive Officer)
