Proportional Representation Sample Clauses

Proportional Representation. Upon (i) approval, if required, of the Class B Common Stockholders as set forth in Section 3.2 of the Second Amended and Restated Certificate of Incorporation of the Company, dated as of August 19, 2008, as amended from time to time, and (ii) a majority vote of the holders of Common Stock, the composition of the directors constituting the Board of Directors shall be changed so that after designating directors in accordance with this Section 2.6(b), each of the Berkshire Stockholders, the WP Stockholders and the Management Stockholders shall have represented on the Board that number of directors (rounded up to the nearest whole number) represented by the percentage equal to (x) the number of shares of Common Stock held by such stockholder group over (y) the total number of shares of Common Stock held by all Stockholders. In the event that the size of the Board of Directors needs to be increased in order to establish the foregoing representation, each Stockholder shall take all action as may be necessary or appropriate, including without limitation, the voting of all Shares owned by such Stockholder, to effect the increase in the size of the Board. Each Stockholder agrees that such Stockholder shall take all action as may be necessary or appropriate, including without limitation, the voting of all Shares owned by them, to elect the directors so designated by the Stockholders as set forth in this Section 2.6(b).
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Proportional Representation. (a) Following the Closing and until the Standstill Termination Date, except as indicated in paragraph (b) below, each of the Company and Stockholder shall use its best efforts to cause the composition of the Board to continue to reflect, or if paragraph (f) of Section 2.01 is operative to fully implement, the proportionate representation of Stockholder Directors, Company Director and Independent Directors set forth in paragraph (a) to (d) of Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner:
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Proportional Representation. If at any time the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Filtration Voting Stock, the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be equal to the number of directors computed using the following formula (rounded to the nearest whole number): the product of (i) the percentage of the total voting power of the then outstanding Filtration Voting Stock Beneficially Owned by the Cummins Group and (ii) the number of directors then on the Filtration Board (assuming no vacancies exist). Notwithstanding the foregoing, if the calculation set forth in the foregoing sentence would result in Cummins being entitled to elect a majority of the members of the Filtration Board solely as a result of rounding, the formula will be recalculated with the product being rounded down to the nearest whole number; provided, however, that, if the Cummins Group, at any time, acquires additional shares of Filtration Common Stock such that the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Filtration Voting Stock, then the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be adjusted upward, if appropriate as a result of rounding, in accordance with the provisions of this Section 7.3(d). If the number of Cummins Designees serving on the Filtration Board exceeds the number determined pursuant to the foregoing sentences of this Section 7.3(d) (such difference being herein called the “Excess Director Number”), then Cummins in its discretion shall instruct such Cummins Designees (the number of which designees shall be equal to the Excess Director Number) to promptly resign from the Filtration Board, and, to the extent such persons do not so resign, Cummins shall assist Filtration in increasing the size of the Filtration Board, so that after giving effect to such increase, the number of Cummins Designees on the Filtration Board is in accordance with the provisions of this Section 7.3(d). Cummins, in its discretion, may determine to designate fewer than its maximum number of Cummins D...
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Proportional Representation. (i) Unless otherwise determined by Celldex's Nominating and Corporate Governance Committee, the Celldex Director shall be Celldex's Chief Executive Officer. Following the Effective Date, Medarex shall continue to have the right to appoint a representative to the Celldex board of directors and, if the Celldex board of directors is increased above five (5) members, Medarex shall have the right to appoint a second representative with the other representatives being selected by the Nominating and Corporate Governance Committee in accordance with the Celldex Nominating and Corporate Governance Committee Charter; provided, however, that Celldex shall use commercially reasonable efforts to ensure that Independent Directors constitute a majority of the Celldex board of directors. Notwithstanding anything to the contrary set forth above, Medarex shall not have a right to designate any nominees to Celldex's board of directors in any annual meeting if at the record date for such annual meeting the percentage of Voting Stock of Celldex beneficially owned by Medarex and the Medarex Affiliates collectively falls below 20% of the outstanding shares of the Voting Stock of Celldex.
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Proportional Representation. (a) The Company agrees that after the last day of the Put Period the Board shall include two nominees designated by Roche and two officers of the Company nominated by the nominating or proxy committee of the Board. The remainder of the Board shall be comprised of Independent Directors. Upon its request, Roche shall be entitled to designate nominees for a number of such Independent Directors equal to Parent's Voting Interest times the total number of such Independent Directors, rounded up to the next whole number if Parent's Voting Interest is greater than 50% and rounded down to the next whole number if Parent's Voting Interest is less than or equal to 50%. Notwithstanding the foregoing, (i) the number of Independent Directors designated by Roche shall not exceed 50% after any Triggering Disposition (as defined in Section 4.02) and (ii) Roche shall have no right to designate any nominees for directors hereunder at any time after Parent's Voting Interest has fallen below 20%. Roche shall not have the right to nominate or designate any additional directors to the Board pursuant to this Section 3.02(a) unless and until (i) the Depositary shall have received the Put Price in respect of shares of Special Common Stock with respect to which the Put has been properly exercised and shall have been irrevocably instructed to pay the Put Price to stockholders that have exercised the Put; (ii) Roche shall have made (or caused one of its Affiliates to make) the election to purchase referred to in the third sentence of Section 2.03(a) hereof and shall have complied (or caused one or more of its Affiliates to comply) fully with such sentence; or (iii) the obligations of Roche under the third sentence of Section 2.03(a) hereof shall have otherwise been fully satisfied through Parent's performance under the Guaranty.
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Proportional Representation. (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner: (i) If the term of any Third Independent Director expires or such position on the Board becomes vacant, the Third Independent Director Nominating Committee shall
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Proportional Representation. (a) Company shall annually cause representatives designated by EMI to be nominated for election to the Board so as to provide Purchaser with that percentage
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Proportional Representation. 7 8 (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time prior to the Standstill Termination Date that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner:
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Proportional Representation. (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner:
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Related to Proportional Representation

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • No Additional Representations The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of December 31, 2009 and unaudited balance sheets for Pubco dated as of June 30, 2010. (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

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