Appointment of Stockholder Nominee Sample Clauses

Appointment of Stockholder Nominee. If the Company fails to meet the Operating Budget as set forth in the Year-End Report and the Stockholders continue to beneficially own at least 500,000 Shares as of the date of delivery of such Year-End Report (such number of Shares to be measured without effect of any stock split, reverse stock split or other recapitalization of the Company which may occur after the date hereof), then no later than January 10, 2011, the size of the Board shall be increased by one (1) director and the Board shall appoint Xxxxxx X. Kidston or another nominee of the Stockholders to fill such vacancy (the “Stockholder Nominee”). The Stockholder Nominee shall serve as a Class II director, to hold office until the Company’s 2012 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier resignation or removal. If the Stockholders wish to nominate someone other than Mr. Kidston to fill this director seat, then the Stockholder Representative shall provide written notice to the Company no later than December 15, 2010, which notice shall include the name and address of the potential nominee and information about such nominee substantially equivalent to that which would be required in a proxy statement pursuant to the Exchange Act and the rules and regulations promulgated by the SEC thereunder. The Nominating Committee of the Board shall have a reasonable opportunity to interview such director candidate prior to such appointment, and such director candidate shall not be appointed to the Board without the approval of the Nominating Committee, which approval shall not be unreasonably withheld, conditioned or delayed. As a condition to appointment to the Board, the Stockholder Nominee shall agree in writing to be bound by the terms and conditions of the Company’s policies applicable to directors generally, including, without limitation, the Company’s Code of Ethics and Xxxxxxx Xxxxxxx Policy.
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Related to Appointment of Stockholder Nominee

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

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Director Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by: ..........................................

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Resignation as Officer or Director Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • List of Stockholders The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

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

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • 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.

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