Board of Directors Voting of Shares Sample Clauses

Board of Directors Voting of Shares. (a) Until the earlier of (a) the consummation of a firm-commitment initial public offering of the Common Stock approved by the Company’s Board of Directors (an “IPO”), or (b) the date upon which Cambridge no longer has the right to nominate a Cambridge Designee under Section 4.9 of the Subscription Agreement, or relinquishes the right to designate a Cambridge Designee (the earliest of such dates, the “Cut-Off Date”), each of the Stockholders, in any election of directors or at any meeting of the stockholders of the Company at which directors are to be elected, (i) will be present (in person or by proxy) for purposes of establishing a quorum, and (ii) will vote, or grant a proxy to the Company or its authorized designee(s) to vote or act by written consent with respect to all shares of Common Stock Beneficially Owned by such Stockholder (A) in favor of the Cambridge Designee for election to the Board of Directors and to serve as Co-Chairman, (B) in favor of the Sorrento Designee for election to the Board of Directors during such time as Sorrento has the right to nominate a Sorrento Designee under Section 4 of the Sorrento Amendment, or relinquishes the right to designate a Sorrento Designee (the earliest of such dates, the “Sorrento Cut-Off Date”), and (C) each other director nominee that is not a Cambridge Designee or Sorrento Designee (each a “Non-Investor Director”) recommended by at least a majority of the directors comprising the entire Board of Directors of the Company for election as directors of the Company.
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Board of Directors Voting of Shares 
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Related to Board of Directors Voting of Shares

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Meeting of Shareholders 33 5.3 Access to Information....................................................................... 33 5.4 Confidentiality............................................................................. 34 5.5 Public Disclosure........................................................................... 34 5.6

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

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