Board of Directors of the Company. (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.
Board of Directors of the Company. Effective upon the payment by ADI for Shares pursuant to the Offer, ADI will be entitled to designate that number of directors of the Company, rounded up to the next whole number, that equals the product of (x) the total number of directors on the Board of Directors (giving effect to the election or appointment of any additional directors pursuant to this Section 1.3) and (y) the percentage that the number of Shares owned by DLB and ADI (including Shares accepted for payment) bears to the total number of outstanding Shares. The Board of Directors of the Company will at all relevant times be composed of a sufficient number of directors so that the right of ADI under this Section 1.3 will not be impaired. The Company will at such time cause the designees of ADI to be elected to or appointed by the Board of Directors, including, without limitation, increasing the number of directors, amending its Bylaws, using its reasonable best efforts to obtain resignations of incumbent directors, and, to the extent necessary, filing with the SEC and mailing to its stockholders the information required by Section 14(f) of the Exchange Act and the rules promulgated thereunder, as promptly as possible. DLB and ADI will supply any information with respect to themselves and their respective nominees, officers, directors, and affiliates required by Section 14(f) of the Exchange Act and such Bylaws of the Company.
Board of Directors of the Company. (1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director of the Company.
Board of Directors of the Company. (a) The Company's Board of Directors shall be initially composed of eleven members. Xxxxxx shall be entitled, but not required, to designate six members (the "Xxxxxx Nominees") of the Board of Directors. Lockheed Xxxxxx shall be entitled, but not required, to designate three members (the "Lockheed Xxxxxx Nominees") of the Board of Directors. In addition, each of Xxxxx and XxXxxxx shall be entitled, but not required, to designate themselves as members of the Board of Directors for so long as they are employees of the Company or
Board of Directors of the Company. (a) So long as a Holder shall hold any shares of Series E Preferred Stock, such Holder shall vote all of its shares of Series E Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder or Holders shall be identified in a proxy statement delivered to the Company stockholders in connection with any annual meeting of stockholders or to the Holders in connection with a special meeting of the Holders of Series E Preferred Stock, if such nominees have not been already elected by written consent of the Holders.
Board of Directors of the Company. As of the Closing, shareholder resolutions and Board resolutions of the Company shall have been adopted to reflect that one (1) director nominated and elected by the Purchaser as the director of the Company.
Board of Directors of the Company. (a) So long as it shall hold any shares of Series A Preferred Stock, Series A Share Equivalents, Series B Preferred Stock, Series B Share Equivalents or Subject Shares, each Holder agrees to vote all of its shares of Series A Preferred Stock, Series A Share Equivalents, Series B Preferred Stock, Series B Share Equivalents or Subject Shares, as applicable, as to which it has voting rights for the election of all directors nominated pursuant to the immediately preceding paragraph hereof. The nominees designated by the Series A Preferred Holders and Series B Preferred Holders shall be identified in a proxy statement delivered to the Company stockholders in connection with an annual or special meeting.
Board of Directors of the Company. The AK Board shall exercise the voting rights attached to the certified Shares at the shareholders' meetings of the Company in order to make sure that the board of directors of the Company shall be composed of not less than twelve (12) nor more than fourteen (14) directors. Of the members of the Company's board of directors proposed by the AK, four (4) directors shall be nominated exclusively by the Class A Holders' Assembly, four (4) directors shall be nominated exclusively by the Class B Holders' Assembly, and four (4) up to six (6) independent directors shall be nominated by the AK Board. An AK Board Member may also serve as a member of the Company's board of directors.
Board of Directors of the Company. On the Closing Date and subject thereto, the Board of Directors of the Company shall consist of five (5) individuals three (3) of whom shall be designated by the Buyer, Bruker and one (1) additional individual who shall be designated by Bruker. In the event of a Buyer Repurchase Failure, the Buyer’s nominated Directors shall immediately discontinue their services to the Company and terminate their position.
Board of Directors of the Company. (a) At the Effective Date, the Board of Directors shall be composed of eight members. CDP (or any representative thereof designated by CDP) shall be entitled, but not required, to nominate five members to the Board of Directors (collectively, the “CDP Designees”), and DHW (or any representative thereof designated by DHW) shall be entitled, but not required, to nominate two members to the Board of Directors (collectively, the “DHW Designees”).