Directors of the Corporation. The Board of Corporation shall, immediately following the transactions contemplated by this Agreement, shall consist of three (3) persons, comprised of Xxxxx Xxxxxxxxx (“Xxxxxxxxx”) and two directors to be selected by Xxxxxxxxx, with the two directors satisfying the requirements of an “independent director,” as that term is defined by NASDAQ Marketplace Rule 4200-1(a)(14). LLC may choose an individual of its choice to serve as an observer at all regular and special board meetings, but the presence of such individual at such meetings will not be required in order to hold any meeting of the board of directors. The designee will be provided all of the information provided to other directors, even if such information is reasonably deemed to be confidential as between the Corporation and LLC, provided LLC has executed a mutually-agreeable confidentiality agreement.
Directors of the Corporation. The Executive may engage in passive business activities which do not interfere with his employment under this Agreement and which do not conflict with the Corporation's interests. Notwithstanding the foregoing, during the term of this Agreement, the Executive may: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (iii) manage personal investments, so long as such activities do not interfere with the performance of the Executive's responsibilities and duties in accordance with this Agreement.
Directors of the Corporation. (1) Until this Agreement is terminated in accordance with Article 6, Pallinghurst shall be entitled to:
Directors of the Corporation. (a) The Shareholders, by majority vote, will determine from time to time the number of directors to be elected.
Directors of the Corporation. [NTD: To be modified based on number of directors and offices for corporation]
Directors of the Corporation. The Board shall consist of three (3) directors. • shall be entitled to designate two (2) directors and • shall be entitled to designate the remaining director. A majority of the directors shall be resident Canadians as that term is defined in the Act and all nominees shall be individuals who are not disqualified under the Act from acting as directors. If a director ceases to be a director for any reason (a “retiring director”), the Shareholders shall fill the vacancy thereby created by appointing as soon as reasonably possible that individual who is designated by the Shareholder who designated the retiring director. Until the vacancy is filled, the directors shall not transact any business or exercise any of their powers or duties. If any Person entitled to do so fails for any reason to nominate an individual to fill the vacancy within fifteen (15) days after the vacancy occurs, the remaining directors shall appoint an individual to fill the vacancy. In the event of the proposed removal of any director, each Shareholder agrees to vote for such removal if, and against such removal unless, it has been proposed or approved by the shareholder who designated such director.
Directors of the Corporation. (1) Unless this Agreement is terminated in accordance with Article 6, for so long as HPX has a Pro Rata Interest equal to one of the percentage amounts set out in the table below under the column heading “Pro Rata Interest”, HPX shall be entitled to nominate the corresponding number of individual(s) set out opposite such Pro Rata Interest in the table below under the column heading “Number of Director Nominee(s)” for appointment or election as Directors of the Corporation (each, a “Director Nominee”): Pro Rata Interest Number of Director Nominee(s) Fifty percent (50%) or greater Such number of Directors that would represent the smallest number to Pro Rata Interest Number of Director Nominee(s) represent a majority of the Director Nominees of the Corporation (for example, four (4) individuals if the board has seven (7) Directors) At least forty percent (40%) and less than fifty percent (50%) Three (3) individuals(1) At least twenty percent (20%) and less than forty percent (40%) Two (2) individuals(1) At least ten percent (10%) and less than twenty percent (20%) One (1) individual(1) Note:
Directors of the Corporation. At any time on or after the Closing Date, subject to the provisions of the Voting and Disposition Agreement, the Investors shall have the right to nominate two individuals to the Board of Directors of the Corporation, subject only to regulatory approval, and the Corporation agrees to take all necessary action to effect the appointment of such individuals to the Board of Directors.
Directors of the Corporation. (a) So long as each Family Group is the holder, directly or indirectly, in the aggregate of at least 16 2/3% of the issued and outstanding MVS, each Family Representative and any Additional Family Representative, shall be entitled to nominate an equal number of nominees for election to the board of directors of the Corporation so that, in the aggregate, the total number of votes able to be cast by the directors nominated by all of the Family Groups would constitute at least a majority, but as close to a simple majority as possible, of the votes able to be cast by all of the directors of the Corporation. For example, if the number of authorized directors of the Corporation is between 9 and 11 directors, each director is entitled to one vote at all meetings of directors and there are 3 Family Representatives who are entitled to nominate directors of the Corporation pursuant to this Agreement, each of such 3 Family Representatives is entitled to nominate 2 individuals for election to the board of directors of the Corporation and if the number of authorized directors of the Corporation is between 12 and 17 directors, each director is entitled to one vote at all meetings of directors and there are 3 Family Representatives who are entitled to nominate directors of the Corporation pursuant to this Agreement, each of such 3 Family Representatives is entitled to nominate 3 individuals for election to the board of directors of the Corporation.
Directors of the Corporation. All other provisions of this Section 1.1 shall continue in full force and effect in accordance with the terms of this Agreement.
