Board of Directors and Committees. Section 14(f).
Board of Directors and Committees. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. For as long as any Notes are outstanding, the Company shall reimburse the Purchasers' board observer for all reasonable out-of-pocket costs incurred by it in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company; thereafter, the Purchasers shall bear any and all such expenses incurred by their board observer.
Board of Directors and Committees. SECTION 14(F).
Board of Directors and Committees. (a) Each of the parties hereto agrees to vote all Capital Stock of the Company now owned or hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more than nine (9) members and the number of members on the Company’s Board of Directors shall at all times equal the number of persons which have been designated from time to time in accordance with Section 2(b) below. If any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has not designated such member to the Company’s Board of Directors, each of the parties hereto agrees that such Shareholder may designate a member of the Board of Directors at any time, or from time to time, and the parties shall vote, to the extent possible, all Capital Stock of the Company to elect such designee. Until such time as any Shareholder which has the right to designate a member of the Board of Directors in accordance with Section 2(b) has designated such member to the Company’s Board of Directors, the number of members on the Company’s Board of Directors shall be reduced by the number of members which have not yet been designated.
Board of Directors and Committees. The Purchaser Representative shall at all times be entitled to appoint one representative to the board of directors of the Company. The board of directors of the Company shall meet at least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its board of directors. The Purchaser Representative shall at all times be entitled to appoint one representative to each of the Compensation Committee and the Audit Committee. The Purchaser Representative shall at all times have a representative on each other committee of the board of directors unless and only for so long as they waive such right with respect to a specific committee or they have waived the right to appoint one representative to the board of directors of the Company. The Company shall reimburse the Purchaser Representative and its appointees for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the board of directors and committees of the board of directors of the Company, in addition to any directors fees regularly paid to any members of the Company’s board of directors; provided, however, that in the case of CRP and its appointees, all such reimbursements and fees shall be payable to Capital Resource Management, Inc. and, to the extent legally possible, compensation in the form of stock options shall be issued to Capital Resource Management, Inc., or should that not be legally possible, such stock options shall, to the extent legally possible, be transferable at the discretion of the holder thereof.
Board of Directors and Committees. Section 14(f). (a) Promptly upon acceptance for payment of, and payment for, Shares pursuant to the Offer and from time to time thereafter, the Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as will give the Purchaser representation on the Board equal to the product of the number of directors on the Board (giving effect to any increase in the number of directors pursuant to this Section 1.03) and the percentage that such number of Shares beneficially owned by the Purchaser and its affiliates bears to the total number of outstanding Shares, and the Company shall, at such time, cause the Purchaser's designees to be elected or appointed, upon request by the Purchaser. In connection with the foregoing, the Company shall promptly, as reasonably agreed by the Parent and the Company, either increase the size of the Board and/or secure the resignation of such number of its current directors as is necessary to enable the Purchaser's designees to be elected or appointed to the Board and to cause the Purchaser's designees to be so elected or appointed. At such times and, subject to the last sentence of this Section 1.03(a), to the extent requested by the Parent, the Company will use its best efforts to cause persons designated by the Purchaser to constitute the same percentage of each committee of the Board (other than any committee of the Board established to take action under this Agreement) as the Purchaser's designees constitute on the Board. Notwithstanding the foregoing, the Company, the Parent and the Purchaser shall each use its best efforts to ensure that three of the members of the Board as of the date hereof who are not officers, employees or affiliates of the Company (the "Independent Directors") shall remain members of the Board until the Effective Time (as defined in Section 2.02 hereof) and if the number of the Independent Directors shall be reduced below three for any reason, any remaining Independent Director(s) shall be entitled to designate independent persons to fill such vacancies and such persons shall be deemed to be Independent Directors; or, if no Independent Directors then remain, the other directors shall designate three independent persons to fill such vacancies, and such persons shall be deemed to be Independent Directors.
Board of Directors and Committees. The Board of Directors of HEDNO will comprise of 11 members, 6 of which will be nominated by PPC, 4 will be appointed by the Investor and 1 by the employees. The Board of Directors will nominate the Chairman. The Board of Directors will also have committees in which one member will be nominated by the Investor. At the same time, the shareholders undertake to establish at the Company within 9 months a committee for Health, Safety and Environmental Issues as well as a regulatory committee. It is clarified that the remit of the committees will be to act as intermediaries between the Board and the respective sectors of the Company, without however substituting them in their competencies. Further, the shareholders will agree on an incentive mechanism for officers of the Company, which will be linked to specific targets. Management of the Company PPC will appoint the CEO and the COO while the Investor will appoint the CFO as follows: Following the expiry of the term of the incumbent CEO, CFO and COO, for the appointment of each executive officer, the Board will appoint an international recruiting firm which will draw up a shortlist of five (5) candidates (for each of the above positions). For the CEO and the COO, the Investor will have the right to remove one candidate from the shortlist, apart from the from time-to-time incumbent, and from the remaining candidates, PPC will have the right to nominate the individual to be appointed as CEO or COO. With respect to the CFO, PPC will have the right to remove one candidate from the shortlist, apart from the time-to-time incumbent CFO, and from the remaining candidates, the Investor will have the right to nominate the individual to be appointed as CFO. The appointment of executives will be made by the Board acting with simple majority on the basis of the shareholders’ nominations. Moreover, with respect to the removal of executives, the Board will be able to remove with simple majority any executive for cause (including administrative errors due to willful misconduct or gross negligence and low achievement rates on targets set in the business plan). For the removal of any executive without case, the consent of both shareholders will be required. Veto Rights - Deadlock The Investor will have veto rights on decisions not significantly affecting the operation of the Company nor they prevent PPC from controlling the Company. In this respect, the typical veto rights for minority shareholders are granted including any amend...
Board of Directors and Committees. (a) The Company shall be managed by a Board of Directors composed of seven Directors. Notwithstanding anything to the contrary contained in the By-laws, subject to paragraph (b) below the Parties agree, and the Principal Shareholder shall procure, that two of said Directors shall be appointed upon designation by Terna (each, a “Terna Director”) and, so long as the Principal Shareholder holds at least 51 % of the share capital and voting rights of the Company, at least four Directors shall be appointed upon designation by the Principal Shareholder (each, a “Principal Shareholder Director”). Each Director shall serve for a term of one year, or such other period, until the following annual shareholders’ meeting, as provided under Montenegrin law, unless the Director is removed or resigns prior to the expiry of that period. Directors may be reappointed.
Board of Directors and Committees. The Board shall meet at --------------------------------- least four (4) times per calendar year. The Company shall at all times maintain a Compensation Committee and an Audit Committee of the Board and each such committee shall be fixed at three (3) members consisting of one CR Representative, one Sandler Representative and one Management Representative. Each other committee of the Board shall at all times have a CR Representative and a Sandler Representative unless and only for so long as the Capital Resource Parties or the Sandler Parties, as applicable, waive such right with respect to a specific committee. The Company shall reimburse members of the Board for all reasonable costs incurred by them in connection with traveling to and from and attending meetings of the Board and committees of the Board, in addition to any directors fees regularly paid to all members of the Board.
Board of Directors and Committees. 2.1 Board of Directors Nominees and Observer 10 2.2 Management to Endorse and Vote 12 2.3 Committees 13 2.4 Advisory Board 13 2.5 Directors Liability Insurance 13
