The Chairperson of the Board. The Directors shall elect a Chairperson of the Board. The President shall not be eligible to serve as the Chairperson of the Board. The Chairperson shall serve a term of one (1) year and will be eligible for re-election.
The Chairperson of the Board. The Chairperson of the Board shall have the powers and duties customarily and usually associated with the office of the Chairperson of the Board, as well as such additional powers and duties as may be from time to time assigned to him or her by the Board of Directors. The Chairperson of the Board shall preside at meetings of the stockholders and of the Board of Directors.
The Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board from among the members of the Board. If elected, the Board of Directors shall designate the Chairperson of the Board as either a non-executive Chairperson of the Board or an executive Chairperson of the Board. The Chairperson of the Board shall not be deemed an officer of the Corporation, unless the Board of Directors shall determine otherwise. Subject to the control vested in the Board of Directors by statute, by the Certificate of Incorporation, or by these Bylaws, the Chairperson of the Board shall, if present, preside over all meetings of the stockholders and of the Board of Directors and shall have such other duties and powers as from time to time may be assigned to him or her by the Board of Directors, the Certificate of Incorporation or these Bylaws. References in these Bylaws to the “Chairperson of the Board” shall mean the non-executive Chairperson of the Board or executive Chairperson of the Board, as designated by the Board of Directors.
The Chairperson of the Board shall be appointed from amongst the Promoter Directors present in the meeting of the Board or be such person as nominated by the Promoter pursuant to a resolution passed by the board of directors of the Promoter, and shall not have a casting vote.” The Parties acknowledge that the Chairman of the Board has been appointed pursuant to letters dated July 7, 2022 and June 16, 2023 read with the resolutions dated July 5, 2022 and June 14, 2023, respectively, passed by the board of directors of the Promoter, and such appointment is in compliance with Clause 3.9 of the SHA. Clause 12- Clause 12 (Upside Sharing), read with the definitions of ‘Upside’ and ‘Upside Threshold’ under Clause 1.1 of the SHA, is hereby amended and substituted in its entirety with the following clause: “If pursuant to the sale of all the Subscription Shares the Investor realizes a return on the Subscription Price in excess of the Upside Threshold, then the Investor will share 20% of the Upside with the Promoter in cash, within 15 days from the receipt of consideration by the Investor pursuant to the sale of Subscription Shares. Provided that if the return realized by the Investor after sharing such Upside would be less than the Upside Threshold, then the Investor shall share such lower percentage of the Upside with the Promoter that, after such sharing, will enable the Investor to realize a return that is equal to the Upside Threshold. An illustration with respect to sharing of Upside in certain circumstances is set out in Schedule 5. It is hereby clarified that the rights and obligations of the Promoter and the Investor shall, subject to compliance with applicable law including but not limited to Regulation 26(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, continue till such time as the Investor holds any Subscription Shares, and to that extent survive the termination of this Agreement.” # Please note that the following clauses have been excluded in the abovementioned surviving relevant clauses, since these are procedural in nature –
The Chairperson of the Board. Section 6. The Chairperson of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he/she shall be present. He/She shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.
