RH Board definition
Examples of RH Board in a sentence
RH represents that the exercise price of each RH Option is not less than the fair market value (as determined by the RH Board) of the underlying shares on the date the grant of such RH Option was approved by the RH Board.
Thereafter, such Directors may be reappointed by the Kaiser Board, but there shall be no GH rights of nomination with respect to the RH Board.
The RH President will report to the chief executive officer of Kaiser and to the RH Board.
Subject to the terms and conditions of this Agreement, effective as of the Effective Time, RH shall direct, approve and cause its Bylaws to be amended (and to take related corporate actions) to provide that the initial post-Closing RH Board shall be comprised as set forth in Section 3.3 below and, subject to the last sentence of Section 3.2, the powers and authorities of the Parties with respect to RH shall be consistent in all respects with the terms hereof.
RH will be governed by or under the direction of the RH Board, subject to ▇▇▇▇▇▇’▇ Reserved Powers and other Kaiser rights as set forth herein and in the RH Organizational Documents.
As used in the list below, “Recommendations” of the GH Board means the right to make proposals to and provide input to RH management (and through them, to the RH Board); provided, however, that RH management and the RH Board may initiate and take their own actions without GH recommendations and/or modify and/or not accept proposals recommended by GH.
All Additional Capital shall be as warranted based upon the following criteria: (w) GH’s needs in serving its communities; (x) reasonable and prudent business plans approved by RH; (y) GH implementing and achieving an effective, sustainable financial plan for such period which requires and can well utilize the targeted level of Additional Capital; and (z) approval of individual projects by the RH Board based on RH’s approval criteria.
The president of RH (“RH President”) will be nominated by the chair of the RH Board and will be subject to appointment and removal by the RH Board.
For an additional five (5) years thereafter, in the event that RH proposes to seek a Change of Control of GH, the RH Board will form a special committee, with equal RH Board and GH Board representation, to define desired terms, to evaluate potential acquirers or merger partners, and to make a Recommendation to the RH Board as to the preferred acquirer or merger partner, with the final decision resting in the discretion and business judgment of the RH Board.
All directors serving on the RH Board shall have term limits of twelve (12) consecutive years and shall be eligible for reappointment consistent with the RH Bylaws (including applicable term limits).