Certain Directors Sample Clauses

Certain Directors. During the term of this Agreement, and for so long as each Stockholder originally named on Schedule I (or his Group) owns at least 15% of the Stock then covered by this Agreement, each Stockholder shall vote all of his Stock for a designee of such Stockholder as a director of the Corporation, except that Frank Baiata shall be entitlxx xx xxxxxnate two (2) persons as directors, provided that unless such designee is the named Stockholder, the designee shall be reasonably acceptable to the other Stockholders. If any Group shall fail to comply with the above provisions, this Agreement shall be deemed to have then granted a proxy to each of the above-named persons to vote all the Stock for such purpose, which is coupled with an interest and is irrevocable.
Sample 1
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Certain Directors. During the term of this Agreement, at any meeting of the Common Shareholders, however called, or in connection with any written consent of the Common Shareholders, the Shareholders and Buyer shall use their reasonable efforts to have nominated to the Board of Directors of the Company and shall vote (or cause to be voted) all the shares of Common Stock held of record or beneficially by them (a) in favor of the election of all persons whom Buyer chooses to nominate to the Board of Directors of the Company, (b) in favor of the election of Xxxxxx X. Xxxxxxx to the Board of Directors of the Company for so long as he continues to hold 10% of the issued and outstanding shares of Common Stock and is able to carry out the normal duties of a director, and (c) in favor of the election of R. Xxxxxxx Xxxxxxx, Xx. to the Board of Directors of the Company for so long as he remains an executive officer of the Company and is able to carry out the normal duties of a director. At any time that the conditions relating to Xxxxxx X. Xxxxxxx or R. Xxxxxxx Xxxxxxx, Xx. contained in clauses (b) and (c), respectively, of the preceding sentence shall cease to be satisfied, such Shareholder agrees to resign from the Board of Directors of the Company. In addition, Buyer agrees to evaluate on a year-to-year basis whether it desires to have Xxxx X. Xxxxx nominated to the Board of Directors of the Company and whether it desires to vote the shares of Common Stock held of record or beneficially by it in favor of the election of Xxxx X. Xxxxx to the Board of Directors of the Company, and however Buyer so determines the Shareholders agree to act and vote (or cause to be voted) their Shares in a manner consistent with Buyer's decision. The parties acknowledge that the rights of Xxxxxx X. Xxxxxxx, R. Xxxxxxx Xxxxxxx, Xx. and Xxxx X. Xxxxx to serve as directors are personal to such individuals and may not be assigned or succeeded to by any other Person, provided, however, that upon the death or incapacity of Xxxxxx X. Xxxxxxx the executor of his estate or his guardian, as the case may be, shall have the right to appoint an individual to succeed to Xxxxxx X. Xxxxxxx'x rights under this Section, but only (i) if such individual is reasonably acceptable to Buyer, (ii) for so long as such estate or Xxxxxx X. Xxxxxxx, as the case may be, shall continue to hold 10% of the issued and outstanding shares of Common Stock, and (iii) if such executor or guardian shall have agreed in writing to be bound by t...
Sample 1
Certain Directors. The Acquiror agrees to take all action necessary to appoint or elect, effective as of the Effective Time, one member of the Company's Board of Directors, to be selected by Acquiror, as a director of the Acquiror. Such person shall serve until the first annual meeting of shareholders of the Acquiror following the Effective Time and until a successor is elected and qualified. The Acquiror shall include such person on the list of nominees for directors presented by the Board of Directors of the Acquiror and for which said Board shall solicit proxies at the first annual meeting of shareholders of the Acquiror following the Effective Time.
Sample 1

Related to Certain Directors

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

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

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Initial Directors The initial number of directors of Amalco shall be one. The initial director of Amalco shall be: Name Address Xxxx Xxxxxx 1780 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0_

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • 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.

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