Size and Composition of the Board. At the time this Agreement becomes effective, the Board shall consist of nine Directors and thereafter shall be composed of a number of directors determined as set forth in Section 3.1.5. The initial Directors shall be Xxxxxx Xxxxxxxxxx (Chairman), Xxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxx and [l]. The initial PEC Directors shall be Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx Xxxx and [l]. The initial 9368-2672 Directors shall be Xxxx Xxxxxx and [l].
Size and Composition of the Board. Each Stockholder hereby agrees to vote, or cause to be voted, if and as requested by Investor, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
Size and Composition of the Board. The Nomination & Governance Committee shall periodically review the size of the Board and make any recommendations to the Board for changing the number of Directors serving on the Board. The Board also believes that it is useful and appropriate from time to time to have members of management, including the CEO, as Directors. Directors will be elected to one year terms and will need to stand for reelection annually. Availability of uniquely qualified outside Board member candidates or succession planning considerations for external or internal Board members may justify size increases. The Nomination & Governance Committee shall establish selection criteria that identify desirable skills and experience for prospective Board members and address the issues of diversity and background. The Board, with the assistance of the Nomination & Governance Committee, shall select potential new Board members using the criteria and priorities established from time to time. The Company’s bylaws provide that the Board shall consist of a majority of independent Directors unless otherwise determined by a unanimous vote of the Board or unless the bylaws are amended by the Company’s stockholders. The Company defines an “independent” Director in accordance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”). The Board is responsible for determining whether or not each non-employee Director is independent. In making its independence determinations, the Board will review information provided by the Directors and the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management.
Size and Composition of the Board. (a) For the period beginning on the Effective Time and ending on the date of final determination and payment, if any, of the Contingent Transaction Consideration (the “Earnout Period”), the members of the Board of the Company shall be nominated in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members.
Size and Composition of the Board. (a) Subject to Section 5.1(c) and Section 5.5, the Parties agree that during the First Five Years, the Board shall consist of not more than five (5) Directors of which:
Size and Composition of the Board. (i) The Board, by resolution, shall fix the size of the Board at seven (7) members immediately following the Stockholder Meeting. Xxxxxx X.
Size and Composition of the Board. To the extent permitted by applicable law, each Investor shall vote all voting securities of the General Partner over which such Investor has voting control, and shall take all other reasonably necessary or desirable actions within such Investor’s control (whether in such Investor’s capacity as an equityholder, a Director, a member of a board committee or an officer or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the General Partner shall take all necessary or desirable actions within its control (including, without limitation, calling special board and equityholder meetings), in each case so that:
Size and Composition of the Board. From and after the Effective Time until the first date at which the Stockholder and Stockholder Affiliates cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock, the Board shall be comprised of ten (10) Directors, provided, that from and after the second annual meeting of the stockholders of the Company following the Closing Date (the “Second Annual Meeting”), the Board shall be comprised of nine (9) Directors. On the Closing Date, the Board shall consist of (i) Xxxxxxx Xxxx, (ii) Xxxxxxxx Xxxxxxxxx, (iii) four (4) incumbent Directors (other than Xxxxxxxx Xxxxxxxxx) selected by the Board prior to the Closing Date (the “Continuing Directors”), (iv) two (2) Directors appointed by the Third Party Stockholder and (v) the two (2) individuals set forth below, who are designated by the Stockholder to be its nominees pursuant this Article VI (any such person so designated for nomination by the Stockholder pursuant to this Article VI, an “Investor Nominee”) and approved by the Company and the Governance Committee in accordance with Section 6.4, and who shall be appointed to the Board to serve as Directors in the class of Directors and the committee(s) of the Board, in each case, as identified below: Name of Director Class of Directors Board Committee(s) Xxx Xxxxx Class I Governance Committee Xxxx Xxxxxxxxx Class II Compensation Committee
Size and Composition of the Board. As of the closing of the IPO, the Board shall consist of nine (19) Directors, comprised of Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxx and Xxxxxx Xxxxxxxxx; provided that the Board shall further increase the number of Independent Directors to the extent necessary to comply with applicable law and the rules and regulations of Nasdaq, or as otherwise agreed by the Board, subject to the rights of Xxxx Capital under Section 4.1.2.
Size and Composition of the Board. Each of RGHI, the Trust and the THL Holders hereby agrees that such Stockholder will vote, cause to be voted, or execute written consents with respect to, all voting securities of the Company over which such Stockholder has the power to vote, direct the voting, or execute written consents, and will take all other necessary or desirable actions within such Stockholder's control to cause to be continued in office, the following individuals:
