Board Representation refers to membership by Black People of the duly constituted board of directors (or equivalent structure) of an enterprise and is calculated upon the basis of the percentage that black directors hold to the total number of directors of that enterprise;
Board Representation. The board shall consist of 3 – 7 members. Any shareholder holding more than 10% shares of the company can appoint 1 board member. ● Confidentiality, non-compete, IPR: The shareholders’ agreement shall contain customary provisions regarding confidentiality, non-compete and protection/ownership of Company IPR. ● Obligations for the Founders: The Founders will commit to continue full time employment with the Company for four years. In the event that the employment with the Company is terminated during the four years, the Founders are obligated to sell all or some of the shares owned by the Founder to the Company. This obligation will be reduced over time (reverse vesting) with 1/48 of the shares on a monthly basis. The purchase price shall be equal to the purchase price the Founder paid for the shares. ● Board approval and right of first refusal: Transfer of shares in the Company shall be subject to the approval by the board of directors, and a right of first refusal for all shareholders. ● Drag along: Should one or more shareholders who jointly own more than 50 % of the shares propose to transfer, in any transaction or series of transactions, all of their shares to an unrelated third party buyer, the selling shareholders have the right to require each of the other shareholders to sell all of their shares, at the same price and on the same terms and conditions as the selling Shareholders. The drag-along right is conditional upon the sale taking place on market terms and conditions. ● Tag along: In any transaction or series of transactions of Shares in the Company, each of the other shareholders shall have the right to sell a pro rata portion of its shares equal to the portion of shares such selling shareholders will sell, at the same price and on the same terms and conditions as the selling shareholders. ]
Board Representation. DLJMB, Riverstone's domestic investment vehicle ("Riverstone U.S.", and together with Riverstone's two other investment vehicles, the "Riverstone Entities") and the management stockholders will agree to vote their shares to ensure that the Board of Directors will consist of 10 members and will be constituted as follows: DLJMB will be entitled to designate 4 of the directors, Riverstone U.S. will be entitled to designate 2 of the directors (together, the "Investor Members"), 3 of the directors will be independent directors (i.e., non-investor designated directors), which initially will consist of continuing directors (together with any directors designated to the board to fill a vacancy caused by the disqualification, death, removal or resignation of one of the independent directors, the "Continuing Directors"), and the Chief Executive Officer of the Company will serve as a director. Each of the designated directors will be designated in a manner consistent with the ruling request made to the United States Coast Guard in connection with the proposed transaction. In the event of the death, disability, resignation or removal of an independent director, DLJMB and Riverstone U.S. will mutually agree upon an independent director (that is a non-investor designated director) to fill the vacancy. For a period of one year following the closing of the transaction, the initial Continuing Directors that are non-investor designated will not be removed except for cause. In the event that DLJMB owns less than 50%, but more than 10%, of the shares of Common Stock initially purchased by it, DLJMB shall be entitled to designate only 2 directors. In the event DLJMB owns less than 10%, but more than 5%, of shares of Common Stock initially purchased by it, it shall be entitled to designate only 1 director. In the event DLJMB owns less than 5% of the shares of Common Stock initially purchased by it, it shall no longer be entitled to designate any directors. In the event that the Riverstone Entities, collectively, own less than 50%, but more than 10%, of the shares of Common Stock initially purchased by them, Riverstone U.S. shall be entitled to designate only 1 director. In the event the Riverstone Entities own less than 10% of the shares of Common Stock initially purchased by them, Riverstone U.S. shall no longer be entitled to nominate any directors. Each of Riverstone and CSFB will be represented on the Board's Audit and Compensation Committees Investor Members will be compen...
Examples of Board Representation in a sentence
The Municipality shall have the right to NYFS Board Representation of City Council, staff or community members (as designated by the Municipality and approved by NYFS Board) on the Board of Directors as either a Board Member or Board Advisor.
Board Representation: The City’s Communications Coordinator or such other person as the City’s Mayor may designate shall sit on the VCC Board of Directors with full voting authority during the term of this Agreement as is consistent with the City Partnership Status.
Board Representation The board of directors of SHKFGL shall consist of six (6) directors at Completion.
We call for the full implementation of the 2010 Governance Reforms on Board Representation.
The Changing of the Boards: The Impact on Firm Valuation of Mandated Female Board Representation.
More Definitions of Board Representation
Board Representation. Without the consent of WLR, the Bxxxx Shareholders will not seek representation by Bxxxx family members on the Board of Directors of the Company or the Board of Directors of the Company Bank of more than the greater of (a) four directors or (b) twenty-eight percent (28%) of each such Board of Directors.
Board Representation. The Investor understands that KC will have a sufficient number of votes at the Board to provide KC with the right to designate a majority of the Board. Registration Rights: The Investor will have demand and piggyback registration rights customary for a transaction of this nature. The registration rights may not be used to cause an initial public offering by Parent and shall be subject to customary limitations for minimum sale thresholds, blackouts, underwriter cut-backs, etc., which shall be no more onerous than the limitations imposed on any other equity holder. Pre-Emptive Rights and Additional Rights on Subsequent Equity Rounds: The Investor shall have the right to purchase its pro rata share (based on its ownership of the outstanding Common Stock, on an as-converted basis) of any future equity offering by Parent (subject to customary exclusions such as grants of employee stock options pursuant to plans approved by the Board). For so long as the Preferred Stock remains outstanding, if Parent grants registration rights, information rights, rights of first offer, anti-dilution protection, protective voting provisions or other similar rights to new investors in a subsequent offering involving the sale of additional series of preferred stock, Parent will use reasonable efforts to extend such rights to the holders of the Preferred Stock with respect to the Preferred Stock on the same basis granted to new investors. Co-Sale Rights: The Investor shall have pro rata co-sale rights with respect to a sale or transfer of stock beneficially owned by KC and related parties, subject to customary exceptions (transfers to affiliates, etc.).
Board Representation. The Board will consist of [5-7] members. [Two] directors will be representatives of the Investors; [two] directors will be representatives of management; at least [one] director will be an outside director. Directors will be elected annually. The Board will meet at least once every [six weeks or two months.] Reserved The Company may reserve up to such number of shares Employee Shares: of Common equal to [10%-20%] of outstanding capitalization, calculated on a fully-diluted basis, for ISSUES: issuance to employees, directors, officers and consultants • Need a “basket” of shares to of the Company, (the “Reserved Employee Shares”). provide equity incentives to The Reserved Employee Shares will be exempt from the management and employees anti-dilution formula protection. The Reserved Employee Shares will be issued from time to time under such incentive stock option or non-qualified stock option agreements or plans, stock restriction agreements or other options, arrangements, contracts or plans as are recommended by management and approved by a majority of the then present members of the Board, [ISSUE: which approval shall include at least two of the three directors designated by holders of the Preferred]. Stock Restriction and All present holders of Common Stock of the Company who Stockholders Agreements: are officers, employees or consultants of the Company will execute a Stock Restriction Agreement with the Company ISSUES: pursuant to which the Company will have an option to buy • Whether management back at cost a portion of the shares of Common Stock held has to give back shares by such person in the event that such shareholder’s already earned employment with the Company is terminated prior to the expiration of 48 months from the date of employment. Each year, 25% of the shares will be released from the repurchase option based upon continued employment by the Company. In addition, the Company and the Investors will have a right of first refusal with respect to any such shares proposed to be resold, or, alternatively, the right to participate in the sale of any such shares to a third party, which rights will terminate upon a public offering. Noncompetition, Nondisclosure Each officer and key employee of the Company will enter and Assignment of into a Noncompetition, Nondisclosure and Assignment of Inventions Agreement: Inventions Agreement in a form reasonably acceptable to the Company and the Investors. Noncompetition period for officers and key employees ...
Board Representation. The Company shall be managed by a board of directors (the “Board”) of no more than [_____] members. Each New Investor holding more than [_____%] of the shares shall have the right to appoint one Board member or one non-voting Board observer who shall initially be [_____].
Board Representation o The Board of Directors shall consist of seven (7) members. Old Equity shall be entitled to appoint four (4) directors. At the Closing (or as soon as practicable), holders of a majority of the Old Notes shall be entitled to appoint two (2) directors. As the terms of the two (2) directors appointed by the Old Notes expire in the ordinary course, thereafter, the holders of a majority of the Series AA Preferred shall appoint any replacements. The CEO shall retain its current Board seat. [Subject to pro rata adjustment in the event that the trust retains board representation.]
Board Representation. The Noteholders shall have the right to appoint one director to the Board of Holdings. In the event that the Noteholders do not appoint a director, the Noteholders shall have board observation rights which will include the right to receive all information provided to board members.
Board Representation. The Company shall have a board of two directors which shall comprise: