The Company Board Sample Clauses
The Company Board clause defines the structure, authority, and responsibilities of the board of directors within a company. It typically outlines how board members are appointed or removed, the frequency and procedures for board meetings, and the scope of decisions that require board approval, such as major financial transactions or strategic changes. By establishing clear governance protocols, this clause ensures effective oversight and decision-making, helping to prevent disputes and maintain organizational accountability.
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The Company Board. (a) Subject to any requirement for shareholder approval to increase the size of the Board to the number required to give effect to this Section 9.02, promptly after any consummation of any 100% Acquisition Proposal by Buyer, Buyer will cause the Company and the Board to take such action as may be required to increase the size of the Board to a number of members such that (i) all of the individuals who are members of the Board at the time of the consummation of the 100% Acquisition Proposal (the “Incumbent Directors”) may continue to be members of the Board and (ii) individuals designated or nominated by Buyer shall constitute a majority (or, if at such time under the terms of the Charter or Bylaws or under Applicable Law, any higher percentage of the members of the Board is required to take any Board action, then such that the number of the individuals designated or nominated by Buyer constitutes that higher percentage of the Board members). For a period of ten years after consummation of the 100% Acquisition Proposal by Buyer, subject to Applicable Law, Buyer will continue to nominate Incumbent Directors (or successors selected by Incumbent Directors) for reelection to the Board upon the expiration of the term of office of any Incumbent Director and will vote all Voting Securities held by it in favor of the election of the Incumbent Director so nominated.
(b) The Incumbent Directors (other than those designated by Buyer) shall have the right to enforce, including by specific performance as set forth in Section 13.12, the Obligations of Buyer set forth in this Article 9 with respect to the Company after the consummation of the 100% Acquisition Proposal by Buyer.
The Company Board. The Merger Agreement provides that promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer, Parent will be entitled to designate such number of directors, rounded up to the nearest whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company will, upon request of Parent, use its reasonable best efforts promptly either to increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and will take all actions to cause Parent's designees to be so elected. At such time, the Company will also cause persons designated by Parent to have appropriate representation on each committee of the Company Board. The Merger Agreement further provides that in the event that Parent's designees are elec▇▇▇ ▇▇ the Company Board, until the Effective Time, the Company Board will have at least three directors who were directors on May 30, 2002 (the "Original Directors"); provided that, in such event, if the number of Original Directors will be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) will be entitled to designate persons to fill such vacancies who will be deemed to be Original Directors for purposes of the Merger Agreement or, if no Original Director then remains, the other directors will designate three persons to fill such vacancies who will not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, in the event that Parent's designees are elec▇▇▇ ▇▇ the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors will be required for the Company to (i) amend or terminate the Merger Agreement or agree or consent to any amendment or termination of the Merger Agreement, (ii) exercise or waive any of the Company's rights, benefits or remedies under the Merger Agreement, (iii) extend the time for p...
The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Member, and each director elected shall hold office until his successor is elected and qualified.
(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be appointed the Member.
(c) Unless otherwise provided in the Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in Section 3.3(b).
The Company Board. The Company and Crane will take all actions which may be required to elect or otherwise appoint as directors of the Company, prior to the Time of Distribution, the persons named in the Form 10 to constitute the Company Board at the Time of Distribution.
The Company Board. 6.1 The Company Board shall consist of six directors or such other number as the Parties may agree from time to time.
6.2 The Parties shall be entitled to appoint the directors of the Company pro-rata to their Percentage Interests in the Company from time to time, to remove those directors and to replace those directors who are so removed or who cease for any other reason to be directors of the Company.
6.3 The chairman of the Company Board, who shall also be a director of the Company, shall be appointed by the Operator and pending appointment of the Operator, shall be appointed by RRL.
6.4 Each of the directors of the Company shall be entitled to appoint any other director to act as his proxy in such director’s absence. The appointment as proxy shall be recorded in the minute book of the Company. An alternate director, whilst acting as the proxy of the director who appointed him, shall exercise and discharge all the duties and functions of the director he represents.
6.5 All appointments and removals of directors or proxies shall be by written notice to the Company and to the other shareholders of the Company from the Party by whom such appointment or removal is being effected.
6.6 Company Board meetings shall be held at such times as the directors of the Company may from time to time decide. Any director of the Company shall have the right to convene a Board meeting of the Company at any time upon due notice in accordance with clause 6.7. The directors of the Company may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
6.7 Ten Business Days notice (exclusive of the day of receipt) at least shall be given of each Company Board meeting unless all directors agree to a shorter period of notice. The secretary for the time being of the Company shall send such notice together with an agenda for each meeting to all the directors of the Company. The secretary shall also circulate minutes of each Company Board meeting to all the directors of the Company within a reasonable period after the date of each such meeting.
6.8 The Parties shall procure that a majority of directors on the Company Board and use reasonable endeavours to procure that a majority of directors on the Kibali Board at any given time are not residents of the Republic of South Africa.
The Company Board. 2.1 The Company and the Members shall appoint directors to its Board and the Chair of the Board in accordance with its Articles.
2.2 The Company and the Members shall require all Board members, including the Chair, to conduct their affairs in relation to the Company in accordance with the Seven Principles of Public Life.
The Company Board. 3.7.1 The Company Board will consist of six (6) representatives appointed as a director, three (3) representatives being nominated by each Shareholder after written notification to the other Shareholder.
3.7.2 The Board shall be initially constituted as follows: - by Abacus:
The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Members at the annual meeting of the Members, the names of the Directors initially constituting the Company Board are set forth on Schedule II hereto, and each director elected shall serve for an initial term expiring on the later of (i) the first meeting of the Members and until such Director’s successor is elected and qualified or (ii) such Director’s earlier death, resignation or removal.
(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be elected at a meeting of the Members by a Majority Vote.
(c) Unless otherwise provided in the Company’s Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in 7.3(b).