Board Elections Clause Samples

Board Elections. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties and Applicable Law, take such actions as necessary to cause the Board Designees to be nominated and submitted to the stockholders of the Company for election to the Board, or appointed to the Board by the remaining members of the Board, as provided in Section 2.1(c)(v). The parties hereto agree that, when considering any Board Designee for nomination or approval for nomination to the Board or any nominating committee thereof, the party or parties entitled to such nomination shall take into account the same criteria (applying such criteria consistently with the Board’s and any such nominating committee’s prior application of such criteria) and use substantially the same procedures as the Board and any such nominating committee historically have considered and used in considering and vetting prior candidates for the Board, including the then-current members of the Board, including taking into account the independence and other corporate governance standards (including applicable to the members of any committee of the Board) of any National Securities Exchange on which the Company is then listed. Each Holder (whether in his, her or its capacity as a Holder, Director, member of a committee of the Board of Directors, Officer or otherwise) hereby agrees to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Holder, by voting all capital stock of the Company, including all Preferred Stock and Common Stock, owned by such Holder or over which such Holder has voting control) to remove any Director that was designated for election by a Designating Holder at the request and direction of such Designating Holder.

Board Elections. 5.1 Until such time as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is no longer the owner of at least 5% of the outstanding Shares, the Stockholders agree to vote or act with respect to their Shares so as to elect him as a member of the Board of Directors. 5.2 Until such time as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is no longer the owner of at least 5% of the outstanding Shares, the Stockholders agree to vote or act with respect to their Shares so as to elect him as a member of the Board of Directors. 5.3 Until such time as ▇▇▇▇ ▇▇▇▇▇▇▇▇ is no longer the owner of at least 5% of the outstanding Shares, the Stockholders agree to vote or act with respect to their Shares so as to elect him as a member of the Board of Directors.

Board Elections. During the Executive’s term of employment under this Agreement, the Company will use its best efforts to cause the Executive to be elected to the Board of Directors of Company (or its successor in interest), and to nominate the Executive as a member of the management slate at each annual meeting of shareholders at which the Executive’s director class comes up for election.

Board Elections. In connection with any election of directors, DMRFS and the Bound DMR Shareholders shall vote all of their respective shares of Common Stock in accordance with the recommendations of the Board.

Board Elections. The Governance Committee of MAPS and the Nominating Committee of Stratis Health will consider the impact of the proposed slate of director changes and each Party’s board terms and coordinate with each other to develop a plan for board elections.

Board Elections. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties and applicable law, take such actions as necessary to cause the Board Designees to be nominated and submitted to the stockholders of the Company for election to the Board, or appointed to the Board by the remaining members of the Board, as provided in Section 2.1.3(c) or Section 2.1.4. The parties hereto agree that, when considering any Board Designee for nomination or approval for nomination to the Board or any nominating committee thereof shall take into account the same criteria (applying such criteria consistently with the Board’s and any such nominating committee’s prior application of such criteria) and use substantially the same procedures as the Board and any such nominating committee historically have considered and used in considering and vetting prior candidates for the Board, including the then-current members of the Board.

Board Elections. Recodifies language regarding the timing of charter school board elections that was stricken in a previous section of this article. Requires charter school board members to file a written oath of office with the charter school’s authorizer.

Board Elections. In the event the Company’s Board of Directors is expanded to four or more seats, the Investors shall have the right (i) to have one nominee included on the Company’s recommended slate of directors for the next Annual Stockholder meetings and (ii) notwithstanding Section 1 hereof, to vote all of their Shares in favor of the election of such nominee to the Board of Directors at such Annual Meeting, provided, that such nominee must be approved by the Company, such approval not to be unreasonably withheld and further, provided, that this Section 2 shall be of no effect to the extent its application would result in P▇▇▇▇ ▇▇▇▇▇▇▇▇ or his designee not being a Company recommended nominee, in the event the Company become subject to the rules of any exchange or market, the Investors shall support and approve any expansion of the Board of Directors as may be required or desirable to comply with such rules.

Board Elections. At all times prior to the earlier to occur of : (i) the second anniversary of the Closing Date and (ii) the repayment in full of the Notes, each Holder holding shares of Common Stock entitled to vote for the election of directors agrees that such Holder shall vote such shares in favor of the director nominees recommended to the shareholders by the Board.