Board of Directors and Chairman Sample Clauses

Board of Directors and Chairman. The board of directors of the JV Company will consist of eight (8) directors nominated as follows:
Sample 1
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Board of Directors and Chairman. Subject to reduction as provided in this Article 4.2, the authorized number of Directors on the Board shall be five (5). Four (4) of the Directors shall be appointed by the Members of the Company, with each Member (the RFTA Trustees and RFTB Trustees acting jointly and being deemed a single Member solely for purposes of this Article 4.2) being entitled to appoint two (2) Directors each, so long as such Member maintains a Sharing Ratio of at least ten percent (10%) of the total of all Members (the ownership interests of the RFTA Trustees and RFTB Trustees being combined for this purpose). The intent of this provision is to permit each of the two branches of the Getty Family owning Interests in the Company (i.e., the Xxxx Xx. family and the J. Xxxxxx family) to appoint its own family members to serve in two (2) directorship positions in the Company, so long as such family branch maintains a Sharing Ratio of at least ten percent (10%) of the total of all Members. The initial appointments by the Members are as follows: CWT Trustee RFTA Trustees and RFTB Trustees Xxxx Xxxxx and Xxxx Getty Xxxx Xxxxxx and Pierre du Preez The fifth Director is hereby appointed by the Members to be Xxxxxxxx Xxxxx so long as he remains chief executive officer of Getty Images. In the event Xxxxxxxx Xxxxx ceases to be the chief executive officer of Getty Images, the fifth directorship position shall be eliminated unless and until a Majority of Members votes to appoint a successor director to fill such position. Xxxx Xxxxx shall be the chairman of the Board so long as he serves as a Director, and in the event he no longer serves as a Director the chairman shall be selected from among the acting Directors by the Member then holding the largest Sharing Ratio among all the Members. Each Member with a right to appoint a Director shall have the power to remove the Director appointed by it, to appoint a substitute Director to attend any meeting of the Board and to appoint a replacement Director in the event such Director resigns, is removed, or otherwise ceases to be a Director. Such appointment or removal shall be made by notice in writing to the Company at its office designated pursuant to Article 2.5 to take effect from the time specified in such notice. If a Member having the right to appoint Directors withdraws from the Company or if its Sharing Ratio falls below [ten percent (10%)] of the total of all Members (the ownership interests of the RFTA Trustees and the RFTB Trustees being co...
Sample 1

Related to Board of Directors and Chairman

  • The Board of Directors AGREES TO—

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

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