Board of Directors of the Company Sample Clauses

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. (a) Promptly upon the purchase of and payment for any Shares by the Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis), the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by the Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company to cause the Parent's designees to be so elected. At such time, the Company shall also cause persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined hereafter) of the Company, and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time (as defined hereafter), the Company shall use all reasonable efforts to have at least two members of the Board of Directors who are neither officers of the Parent or designees, stockholders or affiliates of the Parent. Subject to receipt by the Company from the Parent or the Purchaser of the information referred to in the penultimate sentence of this Section 1.3(a), the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent's designees to be elected to the Company's Board of Directors. The Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule ...
Board of Directors of the Company. (a) 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 Williams, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Williams shall be entitled to nominate four members to the Board of Directors (collectively, the "Williams Nominees"). One Williams Nominee shall be classified as a Class I Director of the Company, two Williams Nominees shall be classified as Class II Directors of the Company and one Williams Nominees shall be classified as a Class III Director of the Company.
Board of Directors of the Company. During the period from the date hereof to June 30, 2003, so long as the Purchaser owns a minimum of 250,000 shares of the Company's Common Stock, Hurst shall vote all shares of the Company's voting stock owned or held of record by him at any meeting of shareholders or in any written consent in lieu of any meeting to elect to the Board of Directors of the Company one person designated by the Purchaser. The designee of the Purchaser is Gregory Pusey. The Company and Hurst agree to use their respective best efforts to call, or cause the appropriate officers and directors of the Company to call, a special meeting of shareholders of the Company and to vote all of the shares of Common Stock owned or held of record by Hurst for, or take all actions by written consent in lieu of any such meeting necessary to cause, the removal (with or without cause) of any designee of the Purchaser if the Purchaser requests such director's removal in writing for any reason, and to cause the election of the person newly designated by the Purchaser. Similarly, should a designee of the Purchaser resign or a vacancy otherwise occur, Hurst shall vote his shares of Common Stock in favor of the candidate designated by the Purchaser to serve on the Company's Board. Hurst shall take all action otherwise reasonably necessary for the election to the Board of the designee of the Purchaser. Provided, however, that Hurst shall have the right to approve such designee, which approval shall not be unreasonably withheld.
Board of Directors of the Company. (a) The Company's Board of Directors shall be initially composed of eleven members. Lehman shall be entitled, but not required, to designate six members (the "Lehman Nominees") of the Board of Directors. Lockheed Martin shall be entitled, but not required, to designate three members (the "Lockheed Martin Nominees") of the Board of Directors. In addition, each of Lanza and LaPenta 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 A Preferred Stock, such Holder shall vote all of its shares of Series A Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder 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 A 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.