Proportional representation in the Company’s Board of Directors Sample Clauses

Proportional representation in the Company’s Board of Directors. The Parties undertake to use their best efforts to ensure, to the extent legally possible, that each of them is represented in the Board of Directors in proportion to its Company shareholding. In particular, and as long as the Company’s Board of Directors is composed of 17 directors, the Parties may appoint one director for each 5.88% stake in the Company’s share capital. Given that once the transfer of the Shares provided herein is completed, Criteria shall hold a 24.439% stake, Repsol shall hold a 20.083% stake and the Buyer shall hold a 20.00% stake, four directors shall be appointed upon Xxxxxxxx’s proposal, three upon Repsol’s proposal, three upon the Buyer’s proposal, six shall be independent directors and one shall be an executive director (this being understood as the Chief Executive Officer). In the event of changes of the total number of directors composing the Company’s Board of Directors or fluctuations in the Parties’ shareholding in Company, the Parties will take the necessary steps to adjust the Board’s composition in such a manner as to maintain the balance between the directors appointed by each Party pursuant to the principle of proportional representation set out in this Clause.
Sample 1
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Related to Proportional representation in the Company’s Board of Directors

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Senior Management and Board of Directors 1. A Member State shall not require that a juridical person of that Member State appoint to senior management positions, natural persons of any particular nationality.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • DIRECTORS, OFFICERS AND ORGANIZATION LIABILITY Required (If Grantee is a Non‐Profit or if a first tier contractor or subgrantee is a Non‐Profit) Directors, Officers and Organization insurance covering the Grantee’s Organization, Directors, Officers, and Trustees actual or alleged errors, omissions, negligent, or wrongful acts, including improper governance, employment practices and financial oversight - including improper oversight and/or use of use of grant funds and donor contributions - with a combined single limit of no less than $1,000,000.00 per claim.

  • Governing Board 1. The Centre shall be guided and overseen by a Governing Board renewed every 3 years and include:

  • – UNION COMMITTEES AND REPRESENTATIVES 6.01 The Employer will recognize the following:

  • Independent Non-Executive Directors Xx. Xxxxxx Xxx Xxxx, Mr. Xxx Xxxxxxx and

  • 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.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

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