Election of Directors Generally Sample Clauses

Election of Directors Generally. Each Stockholder shall from ------------------------------- time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of seven members to be designated as follows:
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Election of Directors Generally. Nothing contained herein shall limit (i) the Investors' right to vote or otherwise participate in the election of the Company's directors, other than with respect to the director to be elected pursuant to Section 1.1(b) or (ii) the Family Shareholders' right to vote or otherwise participate in the election of the Company's directors other than the directors elected separately by the holders of the Preferred Stock.
Sample 1Sample 2Sample 3See All (4)
Election of Directors Generally. 3 2.2 Vacancies...................................................3 2.3 Removal and Substitution of Directors.......................4 2.4 Expenses....................................................4 2.5 Insurance...................................................4
Sample 1
Election of Directors Generally. From and after the date of this Agreement and until the provisions of this Article II cease to be effective, each of the Stockholders shall vote, or cause the vote of, all shares of Common Stock, Series A Preferred Stock and other voting securities of the Company over which such Stockholder has voting control, and will take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise) in order to ensure that the size of the Board of Directors (the "Board") shall be no less than nine (9) and to cause the election to the Board of one (1) designee of Cahixx, Xxrnxxx Xxxategic Partners Fund II A, L.P. ("Cahixx, Xxrnxxx Xxxd II A") for as long as Cahixx, Xxrnxxx Xxxd II A or an affiliate thereof holds a majority of the Series A Preferred Stock. Davix X. Xxxxxxx xxxll initially serve as the designee of Cahixx, Xxrnxxx Xxxd II A. With respect to any remaining members of the Board of Directors authorized by the Company's bylaws or certificate of incorporation, the Company hereby agrees to take such actions as are necessary, and the Stockholders agree to vote his, her or its shares of Common Stock and Series A Preferred Stock of the Company (and any other shares of the capital stock of the Company over which he, she or it exercises voting control) and take such other actions as are necessary, so as to elect and thereafter continue in office as directors of the Company such individuals who may be nominated by the Board.
Sample 1
Election of Directors Generally. From and after the date of this Agreement, upon the request of Xxxxx X. Xxxxxxx, each of the Stockholders shall vote, or cause the vote of, all shares of Common Stock, Series A Preferred Stock and other voting securities of the Company over which such Stockholder has voting control, and will take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise) in order to ensure that the size of the Board of Directors (the "Board") shall be no less than seven (7) and to cause the election to the Board of one (1) designee of the Camden Purchasers for as long as either of the Camden Purchasers holds any shares of Common Stock or Series A Preferred Stock. Xxxxx X. Xxxxxxx shall initially serve as the designee of the Camden Purchasers and shall be elected to the Board within five (5) days of the Camden Purchasers' request.
Sample 1
Election of Directors Generally. (a) For so long as the CB Capital owns at least 15% of the Fully Diluted Capital Stock, the Company agrees, with respect to each shareholders meeting at which directors are elected (or action by written consent in lieu of an annual meeting), (i) to propose as nominees for election to the Board at such meeting two individuals designated by CB Capital (each, a "CB Capital Director"), (ii) to include the name of each CB Capital Director in the Company's proxy statement and proxy card solicited on behalf of the Board for such meeting, (iii) to solicit proxies on behalf of each CB Capital Director to the same extent proxies are solicited on behalf of any other nominee by the Board for election to the Board and (iv) to cause the attorneys-in-fact or proxies named in the applicable proxy cards to vote the shares with respect to which proxies are given in the manner directed by such proxy cards.
Sample 1

Related to Election of Directors Generally

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

Time is Money Join Law Insider Premium to draft better contracts faster.