Proportionate Representation Sample Clauses

The Proportionate Representation clause establishes a system where representation, such as voting power or board seats, is allocated based on the relative size or contribution of each party involved. In practice, this means that parties with a greater stake—such as higher share ownership or larger investments—receive a correspondingly larger influence in decision-making processes. This clause ensures that control and input are distributed fairly according to each party's involvement, preventing disproportionate influence by minority stakeholders and promoting equitable governance.
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Proportionate Representation. (a) Following the Closing, the Company shall use its best efforts to cause the composition of the HSNi Board to continue to reflect the proportionate representation of Universal Directors and Independent Director set forth in Section 2.02(b). (b) Following the Closing, the Company shall take such action as may be required under applicable law to include in the slate of nominees recommended by the HSNi Board of Directors and to otherwise cause to be elected to the HSNi Board of Directors the number of Satisfactory Nominees that Universal shall be entitled to nominate pursuant to this paragraph (b). The number of Satisfactory Nominees which Universal shall be entitled to nominate at any annual meeting of the Company's stockholders following the Closing shall be as follows: (i) X = the amount of Equity Securities Beneficially Owned by Universal and its controlled Affiliates as of the record date for such annual meeting Y = Total Equity Securities as of such date Number of Satisfactory Nominees If X is equal to or more than .40Y = 4 If X is less than .40Y but equal to or more than .30Y = 3 If X is less than .30Y but equal to or more than .20Y = 2 If X is less than .20Y but equal to or more than .10Y = 1 If X is less than .10Y = 0 ; provided, that following the CEO Termination Date or such time as Mr. ▇▇▇▇▇▇ ▇▇▇omes Disabled, the number of Satisfactory Nominees (without regard to the proviso in the definition thereof) that Universal shall have the right to nominate at any meeting of the Company's stockholders at which directors are to be elected shall be at least the number of Satisfactory Nominees (without regard to the proviso in the definition thereof) resulting from the provisions set forth above. Whenever necessary to maintain the proportionality required by the formulas set forth above, one or more, as appropriate, Satisfactory Nominees who would otherwise stand for election at the next annual meeting of the Company's stockholders (as agreed to by Universal and HSNi) shall not be included as a nominee on the HSNi Board of Directors' slate of directors. (c) Other than as set forth in paragraph (b) above, the Company shall cause each Satisfactory Nominee to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each such Satisfactory Nominee, including soliciting p...
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Proportionate Representation. Subject to applicable Law, any committee designated by the Board of Directors shall have a number of Continuing Directors or, following the CD Expiration, Unrelated Independent Directors, that is equal to the proportional representation of the Continuing Directors or, following the CD Expiration, the Unrelated Independent Directors, on the entire Board of Directors (excluding any Directors appointed or elected to the Board of Directors pursuant to the Preferred Stock Director Provisions), rounded down to the nearest whole number; provided, that, no committee shall have fewer than one (1) Continuing Director or, following the CD Expiration, Unrelated Independent Director. Subject to applicable Law, the Company and the FH Shareholders shall cause (including by causing the FH Directors to take actions reasonably required (subject to their fiduciary duties) in connection therewith) each committee of the Board of Directors to comply with this Section 3.04.
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Proportionate Representation. If a Shareholder's Shareholding Interest is reduced to less than 25% but remains at least 17% or greater, then such Shareholder will be entitled to nominate only one director of the Corporation. A Shareholder whose Shareholding Interest is so reduced to less than 17% will cease to be entitled to nominate any directors of the Corporation. Any such Shareholder shall cause its nominee(s) to resign to the extent necessary to give effect to the foregoing.
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Proportionate Representation. The parties hereto acknowledge that (i) the Integrated Brands Principal Shareholders have agreed to support the Merger on the understanding that they are to be entitled to nominate 50% of the members of the board of directors of Yogen Fruz and that the Yogen Fruz Principal Shareholders have agreed to vote their common shares of Yogen Fruz and their Voting Securities of Yogen Fruz to elect such nominees, and (ii) the Yogen Fruz Principal Shareholders have agreed to support the Merger on the understanding that they are entitled to nominate 50% of the members of the board of directors of Yogen Fruz, all of whom will be Canadian residents, and the Integrated Brands Principal Shareholders have agreed to vote their Voting Securities of Yogen Fruz to elect such nominees.
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Related to Proportionate Representation

  • 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:

  • Representations, etc Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • UNION REPRESENTATION 3.01 For the purpose of representation with the Employer, the Union shall function and be recognized as follows: a. The Union may appoint up to two (2) stewards. Stewards are representatives of the employees in certain matters pertaining to this Agreement, including the processing of grievances. b. Union Representatives are representatives of the employees in all matters pertaining to this Agreement, particularly for the purpose of processing grievances, negotiating amendments to and renewals of this Agreement and enforcing the employees' collective bargaining rights as well as any rights under this Agreement and under the law. 3.02 The Union agrees to notify the Employer in writing of the names of its stewards and the effective dates of their appointments. The Employer shall not be required to recognize a ▇▇▇▇▇▇▇ until such notice is received. 3.03 Stewards will not absent themselves from their work to deal with grievances without first obtaining permission from the Employer. Permission will not be withheld unreasonably. Stewards that are absent from work to attend a grievance arbitration, mediation, or any other proceeding that arises from the administration or enforcement of this Agreement will not receive their regular hourly rate. 3.04 The Employer may meet periodically with the employees for the purpose of discussing any matters of mutual interest or concern to the Employer, the Union and the employees. A Union Representative may attend such meetings. 3.05 There shall be no Union activity at any time on the Employer's premises, or in connection with the Employer’s business operations, except that which is necessary for the processing of grievances and the administration and enforcement of this Agreement. 3.06 Union Representatives shall have the right to periodically visit job sites without disrupting productivity and without unreasonable intrusion into the Employer or its clients’ premises. The Union’s Representative shall report to the site superintendent, or ▇▇▇▇▇▇▇ upon arriving at a worksite, and shall abide by all necessary protocol as determined by the general contractor, the Employer, or the client.