Change in Number of Directors Sample Clauses

Change in Number of Directors. If the number of directors is set under §13.1(b)(i) or §13.1(c)(i), subject to any restrictions in the Act and to §14.8, the board of directors may appoint the directors needed to fill any vacancies in the board of directors up to that number.

Change in Number of Directors. Subject to Sections 6(a)(i)(1) and 6(a)(viii), and provided Apollo and GHK jointly agree in writing, the number of directors constituting the Board may be increased or decreased, and for so long as the Investor Group Minimum Ratio Condition is maintained, Apollo shall have the right to nominate a sufficient number of directors such that the majority of the directors comprising the Board shall be Apollo Directors, and the Company and the Shareholders shall take all corporate actions as may be required to ensure that (x) nominees of Apollo constitute a majority of the directors of the Board, (y) all directors constituting less than a majority of the Board are appointed by GHK and (z) the presence of the then-majority of directors (including the then-majority of the Apollo Directors and at least one GHK Director) is required to constitute a quorum of the Board.

Change in Number of Directors. If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a): (1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; (2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

Change in Number of Directors. The Founders and the Purchasers will not vote for any amendment or change to the Articles of Incorporation or Bylaws providing for the election of more than seven (7) or less than five (5) directors, or any other amendment or change to the Articles of Incorporation Bylaws inconsistent with the terms of this Agreement.

Change in Number of Directors. Each party hereby agrees that it will not vote for any amendment or change to the Company’s Certificate of Incorporation or Bylaws providing for the election of more or less than seven (7) directors, or any other amendment or change to the Company’s Certificate of Incorporation or Bylaws inconsistent with the terms of this Agreement.

Change in Number of Directors. The Investors will not vote for any amendment or change to the Bylaws providing for the election of more than six (6) directors, or any other amendment or change to the Bylaws inconsistent with the terms of this Agreement.

Change in Number of Directors. Notwithstanding anything contained in the Articles of Incorporation or the Bylaws of the Company, each as amended to date, the parties to this Agreement hereby agree that upon the request of Warburg or Vertical to designate directors pursuant to the provisions set forth in Sections 7 and 8 above, the parties hereto shall take all actions necessary, including without limitation amending the Bylaws of the Company, to increase the size of the Board of Directors so as to consist of not more than eleven (11) members. Until such time as neither Warburg nor Vertical shall be entitled to designate directors pursuant to this Agreement, the size of the Board of Directors shall not be increased to a number greater than eleven (11) members without the prior written consent of each of Warburg and Vertical.

Change in Number of Directors. The Stockholders will not vote their shares of capital stock of the Company (or any such shares held in trust over which they have voting power) for any amendment or change to the Restated Certificate or Bylaws providing for the election of more or less than seven (7) directors; provided, however, that in the event that Xxxxxxx Xxxxxx is no longer the Company’s Chief Executive Officer, each Stockholder shall promptly vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, (a) to amend or amend and restate the Restated Certificate to increase the number of directors of the Company by one (1) director to eight (8) directors (such additional director, the “Founder Director or Designee”) and to provide that the holders of a majority of outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as converted basis, shall be entitled to elect such Founder Director or Designee, and (b) to ensure that such Founder Director or Designee be elected in the manner set forth in Section 1.1(f).”

Change in Number of Directors. The Shareholders will not vote for any amendment or change to the Company’s Restated Articles providing for the election of less than six (6) directors or more than nine (9) directors, or any other amendment or change to the Restated Articles inconsistent with the terms of this Agreement unless otherwise approved by Baidu and the holders of a majority in interest (by ownership percentage) of the Minority Shareholders.

Change in Number of Directors. If the total number of Directors which constitutes the Board of Directors of NEWCO is changed or if the shareholding ratio of each party hereto in NEWCO is changed, the number of the Directors which each party hereto is entitled to nominate shall be adjusted such that the number of the Directors so adjusted shall equitably and fairly represent the then prevailing shareholding ratio of each party hereto. (3) A Chairman and Vice Chairman of the Board of Directors shall be elected. OSI shall have the right to nominate the Chairman and EBI to nominate the Vice Chairman. In the event that the Chairman of the Board is not available, the Vice Chairman shall act in his place. (4) Meeting of the Board of Directors: Regular meeting of the Board of Directors shall be held every three (3) months and a special meeting for any purpose may be called in accordance with the provisions in Articles of Incorporation. The meeting of the Board of Directors shall be held within or without Japan as may be designated in the notice of the meeting. In the absence of such designation, the meeting shall be held at the principal executive office of NEWCO. Notice of meeting of the Board of Directors specifying the place, date and hour thereof as well as the general description of the business to be transacted shall be given to each Director no later than twenty-one (21) days before the meeting, personally or by registered air mail or by telex. Such notice may be waived by a written consent of all Directors.