APPOINTMENT OF INDEPENDENT DIRECTORS Sample Clauses

APPOINTMENT OF INDEPENDENT DIRECTORS. 6.1 (a) The parties acknowledge and confirm that, notwithstanding the provisions of Section 6.18 of the Master Agreement and Section 2.1 of the Stockholders Agreement, two Independent Directors as opposed to four Independent Directors will be appointed effective as of the Closing. LTM shall use its best efforts to cause an additional two Independent Directors to be appointed as soon as possible following the Closing, such two additional Independent Directors to be designated by mutual agreement of LTM, Universal, SPE and the two Independent Directors appointed on Closing. Until such two additional Independent Directors shall have been duly elected to the Board, LTM shall not take any action requiring Board authorization unless such action is approved by (i) such vote as may be required by the Stockholders Agreement and LTM's Amended and Restated Certificate of Incorporation and Bylaws and the Delaware General Corporation Law and (ii) a "Weighted Majority of the Board." For purposes of this agreement, "Weighted Majority of the Board" means a majority of the votes cast by directors at any meeting at which a quorum is present, in which the vote of each Independent Director is multiplied by the quotient of (i) 4 divided by (ii) the number of Independent Directors then in office.
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APPOINTMENT OF INDEPENDENT DIRECTORS. Because its bonds are publicly listed, POWERGRID is required by the Securities and Exchange Board of India to have at least 50% of its board directors as nonexecutive members. Presently, POWERGRID has nine directors — three executive directors from POWERGRID and six nonexecutive directors. Of the six nonexecutive directors, two are government directors appointed part-time; the other four are independent directors. .
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APPOINTMENT OF INDEPENDENT DIRECTORS. Each Group of Shareholders shall be entitled to nominate a number of Independent Directors in proportion to their participation in the company’s Common Stock in relation to the participation of the other Group of Shareholders equal to the result (rounding the number up or down to the closest integer number) when multiplying: (A) the total number of Independent Directors and (B) the fraction where the numerator is the aggregate number of Common Shares held by each Group of Shareholders and the denominator is the total number of Common Shares held at that moment by both Groups of Shareholders. Each nomination of an Independent Director must be approved by the other Group of Shareholders, as established in the Joint Action Agreement, and such approval may not be unreasonably denied, delayed or conditioned; provided that (a) at the time the Synergy Group owns more than four (4) times the amount of Common Shares as the Kingsland Group owns, and (b) the Kingsland Group owns less than 16.5% of the Common Shares, the Kingsland Group shall have the right to approve a number of the Synergy Group’s nominees for Independent Director, proportional to its ownership of the Common Shares, equal to the product (rounded up or down to the nearest whole number) of : a fraction, the numerator of which is the aggregate number of Common Shares owned by the Kingsland Group and the denominator of which is the total number of Common Shares then outstanding. Each Group of Shareholders having an approval right with respect to a prospective Independent Director nominated by the other Group of Shareholders, shall be permitted to request an opportunity to interview such nominee within ten (10) business days after it receives of written notice from the nominating Group of Shareholders (a “Nomination Notice”), that includes the nominee’s resume and other relevant information concerning the nominee; and if requested, such interview shall take place at the date and time mutually convenient for the nominee and the representative of the Group of Shareholders requesting such meeting as soon as reasonably practicable following such request. A Group of Shareholders shall be deemed to have approved a nominee of the other Group of Shareholders on the fourth (4th) Business Day following the meeting between the nominee and the representatives of the Group of Shareholders requesting the meeting, or (ii) on the eleventh (11th) Business Days following the receipt of a Nomination Notice if no meeting is...
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APPOINTMENT OF INDEPENDENT DIRECTORS. For so long as both the Minister and the SEP are Significant Shareholders, prior to any General Meeting at which nominees to serve as Independent Directors will be voted upon by the Shareholders, there shall be a meeting of the Significant Shareholder Committee for the purpose of reaching consensus as to the list of xxxx- xxxx which the Parties will vote upon to serve as Independent Directors. Such Significant Shareholder Committee will present to the Parties a list of nominees as to which such consensus has been reached. The Parties agree that they will exercise their Voting Rights to vote in favor of any nominee to serve as Independent Director who has been nominated by consensus of such subcommittee. If the Significant Shareholder Commit- tee is unable to reach consensus, each Party shall be entitled to nominate a proportionate number of the Independent Directors as to which consensus has not been reached, such proportion (when such proportion exceeds one (1), such proportion shall be rounded to the nearest whole number) being equal to the ratio of the number of Shares owned by the Significant Share- holder that nominates such Independent Directors to the sum of the Shares owned by the Parties. Each Party agrees that it will exercise its Voting Rights in favor of any Independent Director nominated in accordance with this Clause 3.05.
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APPOINTMENT OF INDEPENDENT DIRECTORS. (a) The Corporation shall take all action necessary to reduce the conversion prices of the Series B, Series C, and Series D classes of the Corporation's Convertible Preferred Stock to $2.74 and to provide to such classes of Convertible Preferred Stock "anti-dilution" protection for any issuances below the then applicable Conversion Price for such class of Preferred Stock in form identical to the protection provided for holders of the Series E Preferred Stock as set forth in Section 6(h) of the Certificate of Designation of the Series E Convertible Preferred Stock (including the provisions relating to termination of the anti-dilution protection as set forth in Section 6(h) of the Certificate of Designation).
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Related to APPOINTMENT OF INDEPENDENT DIRECTORS

  • Appointment of Directors The Directors shall be appointed as follows:

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

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

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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

  • Appointment of the Adviser The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby employs Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

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