Changes in Board Designees Sample Clauses

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board Designee. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b), the Holders shall vote their shares of the Company’s capital stock as provided in Section 5.1 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.
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Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 3.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 3.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 3.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board Designee.
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Changes in Board Designees. Until the Termination Date, in the event that Vertex wishes, in its sole discretion, (a) to remove the Vertex Common Board Designee from the Company's Board of Directors; and/or (b) to designate a new Vertex Common Board Designee (whether to replace a prior Vertex Common Board Designee or to fill a vacancy in such Board seat), provided that such removal and/or designation of the Vertex Common Board Designee is approved in a writing signed by Vertex, each Stockholder shall vote its outstanding Stockholder Shares, and each Investor shall vote its outstanding Investor Shares, as may be necessary to cause: (a) the removal from the Company's Board of Directors of the Vertex Common Board Designee and (b) the election to the Company's Board Directors of any new Vertex Common Board Designee so designated by Vertex.
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Changes in Board Designees. From time to time during the term of this Agreement, the Designators may, in their sole discretion, designate a new Board Designee for election to a Board seat for which such Designators are entitled to designate the Board Designee under Section 5.1(a) hereof (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided such designation of a Board Designee is approved in a writing signed by Designators who are entitled to designate such Board Designee under Section 5.1(a), in which case such election of a new Board Designee will be binding on all Investors and Principal Common Shareholders. In the event of such a designation of a Board Designee under this Section 5.1(c), the Investors and the Principal Common Shareholders will vote their shares of the Company's capital stock as provided in Section 5.1(a) to cause the election to the Company's Board Directors of any new Board Designee or Designees so designated for election to the Company's Board of Directors by the Designators.
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Changes in Board Designees. Subject to the provisions hereof, from time -------------------------- to time during the term of this Agreement, a Designator or Designators may, in their sole discretion: (a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 2; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 2 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided such removal and/or designation of a Board -------- Designee is approved in a writing signed by such Designators who are entitled to designate such Board Designee under Section 3. In the event of such removal and/or designation of a Board Designee under this Section 4, the Investors shall vote the Investor Shares as provided in Section 2 to cause: (a) the removal from the Company's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company's Board of Directors of any new Board Designee or Designees so designated for election to the Company's Board of Directors by the appropriate Designator or Designators. Any action by the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee and the Additional Series C Designee, if any, with respect to the Remaining Directors must be by a majority of such parties. In the event that there is a vacancy in the seat held by any of each of the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee or the Additional Series C Designee, if any, the Designator(s) of such Designee(s) may take action with respect to the Remaining Directors under Section 4 by written notice signed by the requisite majority or majorities of such Designator(s), as applicable. The Designators of the Remaining Directors will cooperate in good faith in connection with the actions set forth in this Section 4.
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Changes in Board Designees. Until the Termination Date, in the event that any party entitled to designate a Series A Director wishes, in its sole discretion, (a) to remove such party's designee from the Company's Board of Directors; and/or (b) to designate a new Series A Director (whether to replace an existing Series A Director or to fill a vacancy in such Board seat due to death of, resignation or any other termination by the departing Series A Director), then such party shall have the sole right to appoint a successor Series A Director to replace the departing Series A Director and such successor Series A Director shall serve the remaining portion of the departing Series A Director's unexpired term; provided, however, that such party shall provide the Company with prior written notice of such party's intent to remove an existing Series A Director and/or designate a new Series A Director. Thereafter, the provisions set forth in Section 2.1 above shall govern the appointment of the Series A Directors, subject to the application of this Section 2.2.
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Changes in Board Designees. Until the Termination Date, in the event that Vertex wishes, in its sole discretion, (a) to remove the Vertex Common Board Designee from the Company's Board of Directors; and/or (b) to designate a new Vertex Common Board Designee (whether to replace a prior Vertex Common Board Designee or to fill a vacancy in such Board seat), provided that such removal and/or designation of the Vertex Common Board Designee is approved in a writing signed by Vertex, each Stockholder shall vote its outstanding Stockholder Shares, and each Investor shall vote its outstanding Investor Shares, as may be necessary to cause: (a) the removal from the Company's Board of Directors of the Vertex Common Board Designee and (b) the election to the Company's Board Directors of any new Vertex Common Board Designee so designated by Vertex.
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Related to Changes in Board Designees

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Officers and Directors of the Surviving Corporation Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

  • Directors of the Surviving Corporation 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, as the case may be.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Independent Directors As long as any Trust Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in Bankruptcy for any Affiliate of the Company.