Director Elections Sample Clauses

Director Elections. (i) For so long as 50% or more of the Preferred Stock issued pursuant to the Purchase Agreement remains outstanding, the Holders shall have the exclusive right, voting separately as a class, to elect one director (herein referred to as the “Preferred Director”) to the Board of Directors. A Preferred Director shall be elected by the affirmative vote, at a special meeting of Holders called for such purpose, or, to the extent permitted by the Certificate of Incorporation, the written consent, of the Holders of a majority of the then outstanding Preferred Stock. Each Preferred Director so elected shall serve for a term of one year (or, if the Board of Directors is divided into classes, the length of time that such Preferred Director is entitled to serve determined by reference to the class that such Preferred Director is included in, which, at the time of determination of such class, shall be the class that would be permitted to serve for the longest period of time) and until his or her successor is elected and qualified. The Preferred Director shall be entitled to receive notice of all meetings of any committee of the Board of Directors at the same time and in the same manner as the members of such committees of the Board of Directors, have full rights to attend all meetings thereof (whether such meetings are formal or informal, are convened in person, telephonically, or by any other telecommunication means), and the Company shall provide the Preferred Director all materials distributed to any committee of the Board of Directors and all other information related to the Company which is made available to, or which would otherwise be available upon reasonable request by, the committee members thereof. Any vacancy in the position of a Preferred Director may be filled only by the Holders. Each Preferred Director may, during his or her term of office, be removed at any time, with or without cause, by and only by the affirmative vote, at a special meeting of Holders of the Preferred Stock called for such purpose, or, to the extent permitted by the Certificate of Incorporation, the written consent, of the Holders of a majority of the then outstanding Preferred Stock. (ii) The Secretary of the Company (or such other person as may be required pursuant to the Certificate of Incorporation) may, and upon the written request of the holders of record of at least 25% of the then outstanding shares of Preferred Stock (addressed to the Board of Directors and the Secretary of ...

Director Elections. Members will vote for each vacant Director position separately. A candidate will be elected to the Board upon majority vote of the Members as a whole in addition to a majority of the Classes (three of the five) having a majority vote from the Members of the individual Class.

Director Elections. Illumina shall have duly elected the individuals to be listed as members of GRAIL’s post-Distribution board of directors in the Information Statement.

Director Elections. Each of the Key Holders shall vote any and all shares of the Company’s capital stock held by such Key Holder from time to time or over which such Key Holder has control (the “Stockholder Shares”), and shall take all other necessary or desirable actions within such Key Holder’s control (whether in such Key Holder’s capacity as a stockholder, director or officer of the Company or otherwise, subject to any applicable fiduciary duties owed to the Company), including, without limitation, calling meetings, attending and voting at meetings, executing a proxy to vote at any meeting, executing written consents to cause the election to the Company’s board of directors (the “Board”) of the persons designated by the Principal from time to time (each such person, a “Principal Designee”); provided that the election of each such person shall not be inconsistent with the rules of any securities exchange or trading market on which the Common Stock may then be listed for trading (any such rules, “Trading Rules”). Without limiting the generality of the foregoing, but subject to the limitations set forth above, the Key Holders agree to take such action as may be necessary, in their capacity as stockholders or, if and as applicable, directors of the Company, to nominate such designee(s) for election by the stockholders of the Company as a director, and to cause the Board of Directors of the Company to recommend that the stockholders of the Company vote in favor of such election.

Director Elections. At each Member Meeting at which a Director position is scheduled for election by Members Using a Cooperative Service at a Location within the Cooperative Service Area (“Electing Members”), the Electing Members shall elect the Director from the Nominating Committee Nominations or Member Petition Nominations by a plurality of votes cast by Electing Members with a Member Quorum present in person or represented by Member Proxy or voting by Mail Ballot. In the case of a tie vote, the winner shall be determined by a flip of a coin with rules therefor determined by the individual presiding at the election. Electing Members may not vote for write-in candidates. As determined by the individual presiding at the Member Meeting, the number of votes received by each nominee will or will not be announced. If only one individual is nominated to run for election for a Director position scheduled for election by Members at the Member Meeting, then the individual presiding at the Member Meeting may announce that the nominated individual is elected by acclamation and no vote is required. In campaigning or soliciting support for nomination or election as a Director, an individual shall comply with any reasonable rules, requirements, or procedures prescribed by the Board, which rules, requirements, and procedures must apply equally to all nominated individuals. In campaigning or soliciting support for nomination or election as a Director, and unless offered and made equally available to any individual campaigning or soliciting support for nomination or election as a Director, an individual may not: (1) request or receive assistance, promotion, support, or endorsement from a Cooperative or Cooperative Subsidiary employee within the employee’s scope of employment; (2) request public support or endorsement from a Cooperative or Cooperative Subsidiary employee; or (3) use Cooperative resources, facilities, or assets.

Director Elections. The Company shall include the New Directors (or any Replacement Director (as defined below) thereof, as applicable) in the Company’s slate of nominees for election as directors of the Company at the 2025 Annual Meeting and shall use commercially reasonable efforts to cause the election of the New Directors (or any Replacement Director, as applicable) to the Board at the 2025 Annual Meeting (including the Board recommending that the Company’s shareholders vote in favor of the election of the New Directors (or any Replacement Director, as applicable) in the Company’s proxy statement for the 2025 Annual Meeting and otherwise supporting the New Directors (or any Replacement Director, as applicable) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); provided, however, that if such director is a Replacement Director, then, prior to both (i) any such inclusion of the Replacement Director in the Company’s slate of nominees and (ii) the use of any efforts by the Company to cause the election of such Replacement Director, for any such Replacement Director, the actions, determinations and obligations of the Review Process shall have been completed, the Nominating Committee shall have made the Affirmative Committee Recommendation, and the Board shall have accepted such Affirmative Committee Recommendation (such acceptance not to be unreasonably withheld).

Director Elections. At all times from the Separation Date until the earliest of (x) the Distribution Date, (y) December 31, 2024 and (z) the date on which Parent ceases to beneficially own at least fifty percent (50%) of the total voting power of SpinCo’s outstanding share capital entitled to vote in the election of the SpinCo Board: (a) SpinCo shall not, without the prior written consent of the Parent Board (which consent shall not be unreasonably withheld, conditioned or delayed) (i) propose or, subject only to applicable Law, name in any information circular, proxy or written consent of shareholders, any nominee for election to the SpinCo Board at any meeting of shareholders of SpinCo (including in any written consent of shareholders) other than a SpinCo director set forth in the Form S-1 Registration Statement filed by SpinCo on January 13, 2022, designated pursuant to, or otherwise to comply with, a contract or agreement entered into on or prior to the Separation Time or who has otherwise been appointed in accordance with clause (ii) of this Section 6.11(a) (including the proviso thereto); or (ii) appoint any person to the SpinCo Board (whether to fill a vacancy or otherwise) other than pursuant to, or otherwise to comply with, a contract or agreement entered into on or prior to the Separation Time; provided, however, that notwithstanding clause (ii) of this Section 6.11(a), SpinCo may appoint one additional director to the SpinCo Board without Parent’s consent prior to the first annual meeting of shareholders of SpinCo following the Separation Time where such additional director qualifies as a medical expert, as determined by the SpinCo Board, acting reasonably; and (b) all voting decisions made by or on behalf of Parent (including, for clarity, any such action taken by or on behalf of NumberCo, and the granting of any proxy) with respect to the SpinCo Common Shares beneficially owned by Parent and any other voting securities of SpinCo beneficially owned by Parent and entitled to vote at any annual or special meeting of shareholders of SpinCo (however noticed or called, and including any action by written consent) shall have previously been approved by the Parent Board.

Director Elections. (i) An annual meeting of the Limited Partners holding Outstanding Common Units and Outstanding Preferred Units voting on an as converted basis in accordance with Section 5.8(d)(i) as a single class for the election of Directors to the Board of Directors and such other matters as the Managing General Partner shall submit to a vote of the Limited Partners holding such Partnership Securities shall be held on such date and at such time as may be fixed from time to time by the Managing General Partner at such place within or without the State of Delaware as may be fixed from time to time by the Managing General Partner and all as stated in the notice of the meeting. Notice of the annual meeting shall be given in accordance with Section 13.5 not less than 10 days nor more than 60 days prior to the date of such meeting; provided, however, that the first such annual meeting shall be held in the calendar year commencing on January 1, 2022. (ii) The Limited Partners holding Outstanding Common Units and Outstanding Preferred Units voting on an as converted basis in accordance with Section 5.8(d)(i) shall vote together as a single class for the election of Directors to the Board of Directors. The Limited Partners described in the immediately preceding sentence shall elect by a plurality of the votes cast at such meeting persons to serve as Directors who are nominated in accordance with the provisions of this Section 13.4(b). The exercise by a Limited Partner of the right to elect the Directors and any other rights afforded to such Limited Partner under this Section 13.4(b) shall be in such Limited Partner’s capacity as a limited partner of the Partnership and shall not cause a Limited Partner to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize such Limited Partner’s limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business. (iii) A Director need not be a member of the Managing General Partner or a Limited Partner; however, a majority of the Directors comprising the Board of Directors must meet the independence standards required of directors who serve on a board of directors established by the Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading (or if no such National Securities Exchange, the New York Stock Exc...

Director Elections. Each Stockholder hereby irrevocably and unconditionally agrees that, from and after the Closing, in any election of directors of the Company for which the Investor has designated director nominees in accordance with Section 4.3 of the Investment Agreement, whether such election is held at an annual or special meeting of the stockholders of the Company (including any adjournment or postponement thereof) or by written consent (to the extent permitted by the certificate of incorporation and bylaws of the Company at such time), such Stockholder shall cause all Common Stock held of record or beneficially by such Stockholder at such time to be present and counted for purposes of determining a quorum at such meeting and voted (or caused to be voted) in favor of the election of each of the Investor’s director nominees. If any Stockholder that is an entity Transfers its shares of Common Stock from and after the Closing to any Affiliate of such Stockholder, then any such transferee shall be required to assume and fulfill the obligations of such Stockholder contained in the first sentence of this Section 2.1, by an instrument in writing executed by the transferring Stockholder and such Affiliate that is delivered to the Company and the Investor in advance of such Transfer.