Director Elections. Steelcase and each Executive shall vote all of its or his Shares, including Shares in excess of the Threshold Amount, to elect the directornominees listed in Schedule 3.3 (or their respective successors selected in the manner described in Schedule 3.3); provided, however, that any party may vote its or his Shares against any such director-nominee if grounds exist to terminate the director-nominee "for cause" and such party provides a notification to the Company of the grounds for such conclusion. If any director-nominee listed in Schedule 3.3 is not elected as a result of the proviso in the preceding sentence, his successor shall be selected in the manner described in Schedule 3.3.
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. 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. (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.
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:
Director Elections. Each of the Stockholders shall vote any and all shares of the Company’s capital stock held by such Stockholder, from time to time, over which such Stockholder has control including, without limitation, shares of Common Stock (the “Stockholder Shares”), and shall take all other necessary or desirable actions within such Stockholder’s control, including, without limitation, calling meetings, attending and voting at meetings, executing a proxy to vote at any meeting, or executing written consents, to cause the election to the Company’s board of directors (the “Board”) of each of the Stockholders for as long as such Stockholder owns any shares of the Company’s capital stock. Without limiting the generality of the foregoing, but subject to the limitations set forth above, each Stockholder agrees to take such action as may be necessary to nominate each Stockholder for election by the stockholders of the Company as a director, and to cause the Board to recommend that the stockholders of the Company vote in favor of such election.
Director Elections. Upon the occurrence and continuance of an Event of Default (as defined under the Note), each of the Stockholders shall vote any and all shares of the Company’s capital stock held by such Stockholder from time to time or over which such Stockholder has control (the “Stockholder Shares”), and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’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 those persons designated by the Secured Party from time to time (each such person, the “Secured Party Designee” and collectively, all such persons, the “Secured Party Designees”) constituting a majority of the members of the Board; provided that (i) the election of such persons shall not be inconsistent with the rules of any securities exchange or trading market on which the Company’s common stock may then be listed for trading (any such rules, “Trading Rules”) and (ii) such persons have been designated during the Term (as defined below) of this Agreement. Without limiting the generality of the foregoing, but subject to the limitations set forth above, the Stockholders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, to nominate such designees for election by the stockholders of the Company as a director, and to cause the Board to recommend that the stockholders of the Company vote in favor of such elections.
Director Elections. Majority vote standard (of votes cast), except that in a contested election, directors are elected by a plurality.
Director Elections. Directors shall be elected as set forth in the Certificate of Incorporation.
