New Board Sample Clauses

New Board. Promptly after the execution and delivery of this Agreement, but in any event within three (3) Business Days thereafter, Holdings shall appoint a new board of directors which shall consist of Cxxxxxxxxx Xxxxxxxx, Jxx Xxxxx, and Jxxx Xxxxxxx (the “New Board”). The Parties agree that all material decisions concerning the Merger, this Agreement and the transactions contemplated hereby (including, without limitation, the decision to proceed with the Closing) shall be made by a simple majority vote of each New Board (and not by any committee thereof). Members of each New Board shall be allotted one vote on matters on which each New Board may vote under this Agreement. Immediately prior to the establishment of each New Board, Holdings shall have in place director and officer insurance policies with such coverage, deductibles, exclusions and other reasonable terms and conditions. Further, Holdings shall agree in writing to indemnify all of the members of each New Board to the fullest extent permitted by Law. Holdings shall amend and modify its certificate of incorporation and bylaws to effect the provisions of this Section 5.11. At least three Business Days prior to such directors being appointed to the New Board, Holdings shall provide to such directors written confirmation (in form and substance satisfactory to such directors and their respective legal counsel) that Holdings has complied fully with its obligations in this Section 5.11.
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New Board. 3. Upon the execution of this Agreement, but subject to Section 10, the Company and each of Stylianides, Xxxxx Xxx (“Xxx”), Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X’Xxxxxxxx shall take any and all steps necessary to ensure that the board of directors of Eco Oro shall be comprised of, and only of, the “Elected Directors” (the “New Board”). The term “
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New Board. 41 Section 6.11 Blue Sky.........................................................................................41
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New Board. On the Plan Effective Date, the term of any current members of the board of directors of NII not identified as members of the New Board shall expire and such persons shall have tendered their resignation, effective as of the Plan Effective Date. The New Board shall consist of seven (7) members, including (i) the chief executive officer of Reorganized NII, (ii) three (3) directors designated by Capital Group, (iii) one (1) director designated by Xxxxxxxx and (iv) two (2) directors designated jointly by Xxxxxxxx and Capital Group. Each of the individuals designated as nominees to be directors (other than the chief executive officer of Reorganized NII) shall (a) be independent under the listing standards of the national stock exchange on which the New NII Common Stock will be listed and the independence requirements for members of audit and compensation committees under the rules of such stock exchange and the SEC, and (b) not be employees of either Xxxxxxxx or Capital Group. The designation rights described in this Section 6.9 shall expire upon appointment of the New Board. The boards of directors for the direct and indirect subsidiaries of Reorganized NII shall be identified and selected by the New Board.
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New Board. The Company shall take any and all actions necessary on its part (including obtaining the resignation of directors) to cause the directors comprising the full Board, subject to the completion of the Exchange and with effect as of January 1, 2004, to consist of those members in the table set forth below (the “New Board”), in each case such appointments to be in accordance with the Charter and to remain effective through and from January 1, 2004 in accordance with the Charter, the Company’s by-laws (the “By-Laws”) and applicable law. The directors comprising the New Board shall, from and after January 1, 2004, be the directors of the Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, removal or replacement in accordance with the Charter, the Bylaws and applicable law. Thereafter, except as set forth in Section 3.2, all nominations and elections shall be governed in accordance with the Charter, the By-Laws, each as amended from time to time, and applicable law. Director Name Class Xxxxxx Xxxxxx Re-Election in 2006 Xxxx Xxxxxxxxxxxx Re-Election in 2006 Xxxx Xxxxxx Re-Election in 2005 Xxxx Xxxxxx Re-Election in 2005 Xxxxxxx Xxxxxxxx Re-Election in 2004 Xxxx Xxxxxxxx Re-Election in 2004 * Re-Election in 2004 * To be appointed as designee by CSFB Entities after Closing Date.
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New Board. Director selections for the New Board shall be subject to the following:
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Related to New Board

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.

  • 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.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

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

  • 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.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

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