Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. (a) Subject to the other provisions of this Section 2.1, (i) for so long as the Investors Beneficially Own any Company Ordinary Shares, the Shareholder shall have the right to designate one Shareholder Designee, and to propose to remove any Shareholder Director and designate another Shareholder Designee in his or her place; and (ii) for so long as the Investors Beneficially Own (collectively) at least ten percent (10%) of the then issued and outstanding Company Ordinary Shares, the Shareholder shall have the right to designate two Shareholder Designees, and to propose to remove any Shareholder Director and designate another Shareholder Designee in his or her place; provided that no other Person shall have the exercisable right to designate more directors to the Board than the Shareholder as a result of any agreement between the Company and such Person and the Company shall take all necessary actions to give effect to this proviso, including, if necessary adjusting the size of the Board and the number of Shareholder Designees that the Shareholder has the right to designate.

Appears in 3 contracts

Samples: Shareholders’ Agreement (American International Group Inc), Share Purchase Agreement (AerCap Holdings N.V.), Share Purchase Agreement (American International Group Inc)

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Composition of the Board of Directors. (a) Subject to the other provisions of this Section 2.1, (i) for so long as the Investors Beneficially Own any of the then-issued and outstanding Company Ordinary Shares, the Shareholder Parent shall have the right to designate one (1) Shareholder Designee, and to propose to remove any Shareholder Director and designate another Shareholder Designee in his or her place; and (ii) for so long as the Investors Beneficially Own (collectively) at least ten percent (10%) of the then then-issued and outstanding Company Ordinary Shares, the Shareholder Parent shall have the right to designate two (2) Shareholder Designees, and to propose to remove any Shareholder Director and designate another Shareholder Designee in his or her place; provided that no other Person shall have the exercisable right to designate more directors to the Board than the Shareholder Parent as a result of any agreement between the Company and such Person and the Person. The Company shall take all necessary actions to give effect to this provisoSection 2.1(a), including, if necessary adjusting the size of the Board and/or seeking and accepting the number resignations of Shareholder Designees that the Shareholder has the right to designateincumbent directors.

Appears in 3 contracts

Samples: Aercap Shareholders’ Agreement (General Electric Co), Transaction Agreement (General Electric Co), Transaction Agreement (AerCap Holdings N.V.)

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