Designation and Election of Directors Sample Clauses

Designation and Election of Directors. 4.2.1 The Members shall be entitled to designate directors as hereinafter provided:
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Designation and Election of Directors. The Shareholders Agreement requires that the Initial Shareholders and their respective affiliates and permitted transferees vote or cause to be voted all of our voting shares beneficially owned by each and to take all other reasonably necessary action so as to elect to our Board so long as the Initial Shareholders beneficially own (i) more than 50% of the voting power of the Company, four directors (or, if the Board consists of eight directors, five directors) designated by FIG Advisors LLC, an affiliate of Fortress, which we refer to as FIG Advisors, or such other party designated by Fortress; (ii) between 25% and 50% of the voting power of the Company, three directors designated by FIG Advisors; (iii) between 10% and 25% of the voting power of the Company, two directors designated by FIG Advisors; and (iv) between 5% and 10% of the voting power of the Company, one director designated by FIG Advisors. The Initial Shareholders also agree to vote their shares or otherwise take all necessary action to cause (1) the removal, with or without cause, of any director previously nominated by FIG Advisors upon notice from FIG Advisors of its desire to remove such a director and (2) in the event a designee of FIG Advisors ceases to serve as a director during his term in office, the filling of such vacancy with an individual designated by FIG Advisors. In accordance with the Shareholders Agreement, FIG Advisors designated Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxx for election to our Board. If at any time the number of our directors entitled to be designated by FIG Advisors to the Shareholders Agreement shall decrease, within ten days thereafter, FIG Advisors shall cause the appropriate number of directors to resign and any such vacancy shall be filled by a majority vote of our Board. In connection with our follow-on public offering completed in October 2007, certain funds managed by affiliates of Fortress also sold 11,000,000 secondary common shares, as a result of which the Initial Shareholders and their respective affiliates ceased to own more than 50% of the voting power of the Company and the number of our directors entitled to be designated by FIG Advisors decreased from four to three directors. In connection with this offering, a special committee of our Board, comprised solely of Independent Directors, waived the requirement under
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Designation and Election of Directors. 2 (c) Vacancies .................................. 2 (d)
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Designation and Election of Directors. On all matters relating to the election of the Board (by vote or written consent), the Shareholders agree to vote all Shares held by them so as to elect Directors to the Board as follows:
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Designation and Election of Directors. 24 8.4 Successors in Interest.............................................................................25 8.5
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Designation and Election of Directors. (a) So long as any shares of Series A Preferred Stock or Series B Preferred Stock shall be outstanding, the holders of Series A Preferred Stock and the holders of Series B Preferred Stock, voting together, shall together have the right to designate two directors for election to the Company's board of directors in accordance with the provisions of this Section 8. The designation made in accordance with the preceding sentence shall be made by the holders of a majority of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock.
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Designation and Election of Directors. (a) During the term of this Agreement, CP III shall be entitled to nominate one director to serve as a member of the Holdco Board (the “Holdco Nominee”).
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Designation and Election of Directors. (a) During the term of this Agreement, OIP III shall be entitled to nominate one director to serve as a member of the Xxxx Corp Board (the “Xxxx Corp Nominee”) and one director to serve as a member of the Xxxx Rental Board (the “Xxxx Rental Nominee”).
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Designation and Election of Directors a. During the term of this Agreement, XX XX shall be entitled to nominate one director to serve as a member of the Acquisition Board (the "ACQUISITION NOMINEE"). Additionally, during the term of this Agreement, XX XX shall have the right to appoint one non-voting board observer to the Company Board, who will be entitled to attend all meetings of the Company Board and receive all copies of all materials provided to the Company Board (including, without limitation, minutes of previous board meetings of such Company Board), provided that such observer shall have no voting rights with respect to any actions taken or elected not to be taken by the Company Board (the "COMPANY BOARD OBSERVER"). The Company reserves the right to withhold any information and to exclude the Company Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest. For the avoidance of doubt, no Company Board Observer shall have voting rights or fiduciary obligations to the Company or the stockholders but each shall be bound by the same confidentiality obligations as the members of the Company Board.
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Related to Designation and Election of Directors

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • 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

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • 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.

  • 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.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

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