Members of the Board. (a) Subject to the right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a), from and after the Stockholder Approval Date, if any, the Company shall amend its By-laws, and the Company and Investor will take all actions necessary to cause the Board to be structured to consist of eleven members, of which four members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as soon as practicable after the Stockholder Approval Date. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate nominees to the Board (subject to right of the Nominating Committee to approve nominees for Director as set forth in Section 2.2(a)) such that Investor shall have on the Board of Directors a number of representatives equal to a percentage of the total number of members of the Board of Directors that is equal to the percentage of Company Common Stock Beneficially Owned by Investor, on a Fully Diluted Basis; provided, however, that (i) if the Investor would be entitled to a fractional number of representatives, the Investor shall instead be entitled to a number of representatives equal to the next higher number, (ii) in no event shall the Investor be entitled to more than four representatives and (iii) after the occurrence of a Termination Event, if any, Investor shall not be entitled to any representatives on the Board of Directors.
Members of the Board. (a) From and after the Stockholder Approval Date, if any, and until the Preliminary Threshold Date, the Company and Investor shall take all actions necessary to cause the Board to be structured to consist of no less than nine members, of which three members will be designees of Investor (the "Investor Nominees"), two of which shall be chosen at the sole discretion of Investor (the "Initial Investor Nominees") and one of which shall be subject to the reasonable approval of the Company, and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as soon as practicable after the Stockholder Approval Date. If necessary to effectuate the placement of the Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. The Initial Investor Nominees are expected to be Art Solomon and Xxxxx Xxxxx; provided, that Investor may at any time appoint any other person, subject to the provisions of Section 2.1(d) of this Agreement, as an Initial Investor Nominee without the consent of the Company. At any time before the Preliminary Threshold Date, if the total size of the Board is increased, the number of Investor Nominees shall also be increased such that at least one-third of the members of the Board shall be Investor Nominees.
Members of the Board. (a) As of the Closing Date, the Company and Investor will take all actions necessary to cause the Board to be structured to consist of nine members, of which three members will be designees of Investor (at least one in each class of the Board) (the "Investor Nominees"), and the Company and Investor will take all actions necessary to cause such nominees to become members of the Board as of the Closing Date. The initial Investor Nominees shall be Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx. If necessary to effectuate the placement of Investor Nominees on the Board, the Company shall solicit the resignations of the appropriate number of Directors to the extent necessary to permit the Investor Nominees to serve. Thereafter until the occurrence of a Termination Event, at each annual or special meeting of stockholders of the Company at, or the taking of action by written consent of stockholders of the Company with respect to which any class of Directors is to be elected, Investor shall have the right (but not obligation) pursuant to this Agreement and pursuant to the By-laws of the Company to designate three nominees to the Board if the Board is a single class, and one designee per class if the Board is divided into three classes.
Members of the Board. 25.2.1. The Board shall consist of up to 6 (six) members, 3 (three) directors appointed by the Party A(the “Party A Directors”) and three directors appointed by Party B (all of the above - collectively, the “Directors”).
Members of the Board a. The Board consists of six (6) members, three (3) directors to be appointed by the Party A (the “Party A Directors”) and three (3) directors to be appointed by Party B (the “Party B Directors”) (all of the directors shall be collectively referred to as the “Directors”). In the event, however, that Party A fails to pay a portion of the required Milestone Payment, in the event such Milestone Payment has been triggered, and its proportion of equity right ownership of the Company’s Equity rights is reduced accordingly under the JV Agreement, each one-third reduction of such equity right ownership shall cause Party A to forfeit the right to appoint one (1) director, and Party B shall have the right to appoint each such director in its place.
Members of the Board. The Restated Articles shall provide that the Board of the Company shall consist of up to seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles, among which,
Members of the Board. The Board shall be comprised of not less than one (1) and not more than five (5) managers that are natural persons (each, a “Director” and collectively, the “Directors”). The exact number of Directors shall be five (5), comprised of the following persons: (i) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of greater than 50%, three (3) Directors designated by the WindHQ Members (each Director designated by the WindHQ Members, a “WindHQ Director”), (ii) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 25% and no more than 50%, two (2) WindHQ Directors, (iii) for so long as the WindHQ Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 10% and no more than 25%, one (1) WindHQ Director, (iv) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of greater than 50%, three (3) Directors designated by the Cipher Members (each Director designated by the Cipher Members, a “Cipher Director”), (v) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 25% and no more than 50%, two (2) Cipher Directors, and (vi) for so long as the Cipher Members collectively own Units representing an aggregate Unit Sharing Percentage of at least 10% and no more than 25%, one (1) Cipher Director. If any Member Group loses the right to appoint any Director as a result of a change in the aggregate Unit Sharing Percentage represented by the Units collectively owned by the Members of such Member Group in accordance with the immediately preceding sentence, then the Members of such Member Group shall designate for removal from the Board the applicable number of Directors then in office previously designated by the Members of such Member Group (provided that if the Members of such Member Group fail to so designate Directors for removal within one (1) Business Day of the applicable change in Unit Sharing Percentage, then the Members of the other Member Group shall be entitled to designate such Directors for removal), and such Directors shall be deemed to have resigned, and been removed, from the Board and each committee thereof on which such persons serve, in each case without any further action required by such Directors, the Company, the Board or the Members, and the Members of the other Member Group shall b...
Members of the Board. (a) Until a Termination Event, -------------------- the Company and the Stockholders shall take all action necessary to cause: (i) the number of Directors comprising the Board to be equal to fifteen (15) (subject to increase in the case of an Adverse Event, as provided below), (ii) the holders of Preferred Stock, voting separately as a single class, as set forth in the Preferred Stock Certificates of Designations, to have the exclusive right to elect a minimum of three (3) Directors (each such Director, a "Preferred Stock Director"), (iii) any increases in the size of the Board to result in an increase in the number of Preferred Stock Directors (rounded up to the next whole number) such that Preferred Stock Directors represent at least 20 percent (20%) of the votes exercisable by the Board, and (iv) at least a proportionate number (rounded up to the next whole number) of Preferred Stock Directors to serve on each committee of the Board (provided that with respect to the Executive Committee, the Executive Committee shall consist of five members, of which two members shall be Preferred Stock Directors), and at least one Preferred Stock Director to serve on the board or other governing body of each of the Company's subsidiaries and affiliates, other than operational home building companies. In the event (an "Adverse Event") that on any date following the Second Closing that is 60 days after the end of a fiscal quarter of the Company (a "Test Date") both (i) the Average Trading Price of the Common Stock is below $4.375 per share (provided that such amount shall be adjusted for reverse stock splits, recapitalizations and other similar events) and (ii) (x) the percentage change in the EBT per share of the Company (of the Common
Members of the Board. Officials of the University and experts
Members of the Board. In accordance with the provisions of Schedule 1 to the Act, the Board will consist of a Chairperson and such number of members as the Minister, after consultation with the Minister for Health, may from time to time as the occasion requires appoint. The term of office of Board members will be five years. The Board will have as an ordinary member at least one approved medical officer. The Board currently consists of four members and generally sits in a panel of three to review cases.
