Class B Directors Sample Clauses

Class B Directors. Their mandate shall be for a term of four (4) years, unless otherwise agreed between the Class A Directors and the Class B Directors.
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Class B Directors. The number of Directors of the Corporation shall be fixed from time to time pursuant to the bylaws of the Corporation (the “Bylaws”); provided, however, that notwithstanding the foregoing or anything in the Bylaws to the contrary:
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Class B Directors. The holder of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors (as hereinafter defined) to nominate and elect a number of directors of the Corporation as set forth below (the directors elected by the holder of the Class B Common Stock are hereinafter referred to as the “Class B Directors”). No stockholders of the Corporation other than the holder of the Class B Common Stock shall be entitled to vote with respect to the election or the removal without cause of the Class B Directors.
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Class B Directors. Not less than one (1) or more than three (3) of the Directors shall be designated Class B Directors of the Corporation who shall be elected by the holders of Series A Preferred of the Corporation as long as there are any shares of Series A Preferred outstanding, and by the holders of the Class B Common Stock of the Corporation if there are no outstanding shares of Series A Preferred. Within that range, the exact number of Class B Directors shall be determined from time to time by a majority of the Class B Directors then in office, though less than an quorum, or by the holders of a majority of the outstanding shares of Series A Preferred or Class B Common Stock; provided that no Class B Director's term shall be shortened by a reduction in the number of Class B Directors. Class B directorships will initially be filled by nominees elected by the holders of the Series A Preferred, and the initial Class B Directors will serve until the next annual meeting following their election. Thereafter, subject to the provisions of the Certificate, Class B directors shall be elected every year at the annual meeting of shareholders by the holders of Series A Preferred Stock or holders of Class B Common Stock as provided above. Nominees for Class B directorships shall be made by the holders of the Series A Preferred Stock or Class B Common Stock, as applicable, and shall be designated and elected as Class B Directors. At such time, after the Original Issue Date (as defined in the Certificate), as less than the Threshold Amount of Series A Preferred and less than the Threshold Amount of Class B Common Stock are outstanding, the right to elect Class B Directors shall cease and the Board shall consist solely of Class A Directors. With respect to the Series A Preferred, "Threshold Amount" has the meaning specified in the Certificate. With respect to the Class B Common Stock, "Threshold Amount" means ten percent (10%) of the number of shares of Class B Common Stock outstanding immediately after the automatic conversion of the Series A Preferred pursuant to Section 4(b) of the Certificate.
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Class B Directors. Commencing on the Effective Date of this Agreement, Atlantic Energy, LLC or its designee (“Atlantic Energy”) shall be entitled to appoint three (3) Directors (each a “Class B Director” and collectively the “Class B Directors”); provided, however, that the Persons so appointed shall have primary residences located south of U.S. Interstate 80 in the State of Iowa. Such right of appointment by the Atlantic Energy Members shall expire pursuant to the schedule contained in Section 5.4. Subject to the expiration of its right of appointment, a Director appointed by Atlantic Energy under this Section shall serve at the pleasure of Atlantic Energy until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Class B Director appointed by Atlantic Energy may be removed for any reason by Atlantic Energy, upon written notice to the Directors. Any vacancy of a Class B Director seat shall be filled by the unanimous vote of the remaining Class B Directors within thirty (30) days of its occurrence.
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Class B Directors. If, pursuant to the certificate of incorporation, any directors are elected by the vote of the holders of the shares of Class B Common Stock of the corporation voting as a separate class, such directors shall be designated as the "Class B Directors" and are referred to herein as "Class B Directors." Class B Directors may only be removed by the vote of a majority of the holders of shares of Class B Common Stock and any vacancy in the board of directors created by the resignation, removal, disqualification, retirement or death of a Class B Director may be filled only but the remaining Class B Directors or, if there are none, in the manner provided by law.
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Class B Directors 
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Related to Class B Directors

  • Preferred Stock Directors Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • 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_

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

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

  • Director Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by: ..........................................

  • 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.

  • 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

  • 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.

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