Size and Composition. From and after the Effective Date, (1) for so long as it owns more than 5% of the then outstanding shares of Common Stock, the Sponsor shall: (i) vote or otherwise give the Sponsor’s consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by the Sponsor, and (ii) take all other appropriate action; and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause:
Size and Composition. SVU, in its sole discretion as determined by the SVU Board of Directors (excluding Offeror Related Directors, as such term is defined in the Tender Offer Agreement between Symphony Investors LLC, Supervalu Inc., and Cerberus Capital Management, L.P., dated January 10, 2013), will appoint three (3) members of its management staff and New Albertson’s will appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either party may change its Steering Committee members from time to time upon written notice to the other party. In addition, the parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee.
Size and Composition. The Board shall consist of six individuals as follows: (i) two directors shall be designated in writing by TPI; (ii) three directors shall be designated in writing by PCA; and (iii) the remaining director shall be the Chief Executive Officer of Newco (the "CEO Director"). The directors in the preceding clause (i) (the "TPI DIRECTORS") and in the preceding clause (ii) (the "THE PCA DIRECTORS") are sometimes collectively referred to as the "TPI/PCA DIRECTORS." TPI and PCA, as the holders of the Junior Preferred Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Anything to the contrary contained herein notwithstanding, the rights of each of TPI and PCA to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI and PCA shall be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the other. If directed by PCA, a representative of J.P. Xxxxxx & Xo. shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.
Size and Composition. 21.2.1 The size and composition of the Consultative Committee shall be representative of Council’s workforce and agreed to by Council, it’s employees and the local representatives from the following unions: USU; DEPA and the LGEA and such agreement shall not be unreasonably withheld.
Size and Composition. Fortive shall appoint three (3) members of its management staff, and Vontier shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Fortive Transition Manager and Vontier Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.
Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Securities to elect such six (6) nominees and (B) no more than ten (10) directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.
Size and Composition. Xxxxxxx shall appoint three (3) members of its management staff, and Veralto shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Xxxxxxx Transition Manager and Veralto Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.
Size and Composition. (A) At any time during which Harbinger is the Majority Party:
Size and Composition. The Board shall be composed of six (6) directors, each of whom shall hold office for a renewable one year term and one of whom shall be elected the Chairman, provided:
Size and Composition. The number of Directors constituting the Board shall be fixed at five (5); provided that, in accordance with Section 3.1(c), in the event that VivoPower is a Defaulting Member and as long as VivoPower continues to be a Defaulting Member, for purposes of voting on any matter presented to the Board, the number of Directors constituting the Board shall be deemed to be three (3). Directors need not be residents of the State of Delaware. Each Director elected shall hold office until his or her death, legal incapacity, resignation, or removal in the manner hereinafter provided. The Directors shall be two Developer Directors and three VivoPower Directors, except as expressly provided in the foregoing.
