Appointment and Elections Sample Clauses

Appointment and Elections. Upon consummation of the Merger, the Company’s Board of Directors shall have one Director, who shall be Xxxxx Xxxxxxxx. Immediately after consummation of the Merger, the Company’s Board of Directors shall be initially increased to a total of six (6) directors, consisting of (i) the Chief Executive Officer of the Company, (ii) one (1) individual designated by GE Equity (so long as GE Equity owns at least 5% of the outstanding Common Stock of the Company) and (iii) four (4) individuals designated by Carlyle. Effective immediately after consummation of the Merger, the initial Board of Directors of the Company shall consist of Xxxxxx X. Xxxxxxxxx, Xx., [GE Representative], Xxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxx, and [Xxxxxxx representative] (the “Initial Directors”). All Shareholders agree to vote or execute a written consent to effect the election of such Initial Directors to take office immediately upon the Closing Date. The size of the Board of Directors may be increased or decreased by the vote of a majority of the Board of Directors; provided that, so long as GE Equity owns as least 5% of the outstanding Common Stock, GE Equity shall have the right to designate one (1) director.
Sample 1
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Appointment and Elections. (a) Effective on the Closing Date, the Company's Board of Directors shall have seven directors, consisting of (i) the Chief Executive Officer of the Company, (ii) three individuals designated by Holding and (iii) three individuals designated by Carlyle.
Sample 1

Related to Appointment and Elections

  • Appointment and Designation of Master Servicer The Purchaser hereby appoints and designates Aurora Loan Services, Inc. as its master servicer (the "Master Servicer") for the Mortgage Loans subject to this Agreement. The Company is hereby authorized and instructed to take any and all instructions with respect to servicing the Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder. The authorization and instruction set forth herein shall remain in effect until such time as the Company shall receive written instruction from the Purchaser that such authorization and instruction is terminated.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Appointment and Termination of Appointment Issuer may at any time appoint additional or alternative agents to provide the service(s) to be provided by the Global Agent hereunder. Issuer may terminate the appointment of the Global Agent or any part of such agency or any other agent by giving to the Global Agent or that agent at least 30 calendar days' written notice to that effect. Issuer may replace the Global Agent in any of its roles hereunder and appoint one or more other authenticating agents, paying agents, transfer agents, registrar or calculation agents for any issuance of the Notes as Issuer may determine; provided, however, that until all of the Notes have been delivered to the Global Agent for cancellation and destruction, or monies sufficient to pay the principal and interest, if any, on such Notes have been made available for payment and either paid or returned to Issuer as provided herein, Issuer will at all times maintain a paying agent; and, if and for so long as any Notes are listed on any stock exchange, Issuer shall maintain a paying agent for such Notes at any location such stock exchange may require.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows:

  • Appointment of Officers The Trust may have one or more Officers who are hereby empowered to take and are responsible for performing all ministerial duties on behalf of the Trust pursuant to this Agreement and the other Operative Agreements, including, without limitation, the execution of the Officers’ Certificate (as defined in the Indenture), the Trust Order (as defined in the Indenture), the Trust Request (as defined in the Indenture), the annual compliance report required under Section 3.09 of the Indenture, and any annual reports, documents and other reports which the Trust is required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each of the Chairman of the Board, the Chief Executive Officer, the President, each Senior Vice President and each Vice President of the Depositor is hereby appointed as an Officer of the Trust. The Depositor shall promptly deliver to the Owner Trustee and the Indenture Trustee a list of its officers who shall become the Officers of the Trust pursuant to this Section 11.01.

  • Appointment and Services (a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement.

  • Appointment of the Transfer Agent 2.1 Each Fund hereby appoints and constitutes the Transfer Agent as transfer agent and dividend disbursing agent for Shares of the Fund and the Transfer Agent hereby accepts such appointments and agrees to perform the duties hereinafter set forth.

  • Appointment and Termination In relation to any Series of Notes, the Issuer may at any time appoint additional Paying Agents or Transfer Agents and/or terminate the appointment of any Agent by giving to the Issuing and Principal Paying Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that Series. Upon any letter of appointment being executed by or on behalf of the Issuer and any person appointed as an Agent, such person shall become a party to this Agreement as if originally named in it and shall act as such Agent in respect of that or those Series of Notes in respect of which it is appointed.

  • Appointment to Fill Vacancy in Office of Trustee The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

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