Election of Directors Sample Clauses
The Election of Directors clause outlines the process by which members or shareholders select individuals to serve on a company's board of directors. Typically, this clause specifies the timing, method (such as voting procedures), and eligibility requirements for director candidates, and may address issues like staggered terms or cumulative voting. Its core function is to ensure a transparent and orderly mechanism for board appointments, thereby promoting good governance and representation of stakeholders' interests.
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Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in ...
Election of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
Election of Directors. (a) Following the Closing Date, Sterling Partners shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Sterling Entities collectively beneficially own 50% or more of the Company’s then outstanding voting securities; (ii) 40% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 40% or more, but less than 50%, of the Company’s then outstanding voting securities; (iii) 30% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 30% or more, but less than 40%, of the Company’s then outstanding voting securities; (iv) 20% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 20% or more, but less than 30%, of the Company’s then outstanding voting securities; and (v) 10% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 5% or more, but less than 20%, of the Company’s then outstanding voting securities. For purposes of calculating the number of directors that Sterling Partners is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. In addition, in the event that Sterling Partners has the right to designate only one Director pursuant to this Section 2.1(a), then Sterling Partners shall also have the right to designate one additional individual (an “Observer”) to attend all Board meetings; provided that such observer shall not have the right to participate in any vote, consent or other action of the Board or its committees.
(b) In the event that Sterling Partners has nominated less than the total number of designees Sterling Partners shall be entitled to nominate pursuant to Section 2.1(a), Sterling Partners shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable Sterling Partners to nominate and...
Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof:
(a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
(b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be ▇▇▇▇▇ ▇▇▇▇▇▇ and the initial Originate Nominee shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇;
(c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred...
Election of Directors. Each director shall be elected by the Member and shall serve in such capacity until such director’s successor has been elected and qualified or until such director dies, resigns, or is removed.
Election of Directors. The Board of Directors of the Company will consist of seven (7) persons. The Preferred Holders and Common Holders shall, whether by meeting, action by written consent of lieu of a meeting, or otherwise, act in all capacities and vote the shares of capital stock of the Company now or hereafter owned or controlled by them so as to cause and maintain the election to the Board of Directors of the Company of (a) two representatives of the holders of a majority of Common Stock held by the Common Holders, one of which shall be the chief executive officer of the Company (“CEO”), who shall initially be ▇▇▇ ▇▇▇▇▇ as the CEO, and the other shall be an individual not affiliated with the Company or any of the Investors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, (b) one designee of ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Director”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (c) one designee of Intersouth Partners VI, L.P. (the “Intersouth Director”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇, (d) one designee nominated by a majority of the Common Holders and the Junior Holders, voting together as a single class, who shall initially be B. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (e) two designees, not affiliated with the Company or any of the Investors, nominated by the Board of Directors of the Company. ▇▇▇▇▇▇▇, Intersouth Partners VI, the Junior Holders, the Common Holders or the Board of Directors may elect at any time to replace their designee on the Board of Directors, in which case all parties will vote to remove their then-current designee(s) and elect new designee(s) of that voting group. Upon request, the ▇▇▇▇▇▇▇ Director and Intersouth Director shall be appointed to any committee of the Board of Directors.
Election of Directors. (i) On or promptly following the settlement of the Exchange Offers and Rights Offering, the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors.
(ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
(iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents.
(iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.
Election of Directors. (a) At each election of directors in which the holders of the Company’s Common Stock (the “Common Stock”), the holders of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”), the holders of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and/or the holders of the Company’s Series A-1 Preferred Stock (the “Series A-1 Preferred Stock” ), whether voting together as a single class or each voting as a separate class, are entitled to elect directors of the Company, the Stockholders shall, at all times when entitled to vote or give a written consent with respect to, vote (or shall consent to vote pursuant to an action by written consent of the holders of capital stock of the Company) all of their respective Stockholder Shares so as to elect:
(i) for so long as the Avalon Major Investor is a Majority Investor, one (1) designee of the Avalon Major Investor (the “Avalon Director”), which designee shall initially be ▇▇▇ ▇▇▇▇▇▇▇, to serve as one (1) of the three (3) directors to be elected by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class;
(ii) for so long as the MPM Major Investor is a Majority Investor, one (1) designee of the MPM Major Investor (the “MPM Director”), which designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇ Vort, to serve as one (1) of the three (3) directors to be elected by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class;
(iii) one (1) designee that is designated by the holders of at least seventy-five percent (75%) of the then-outstanding shares of Series A Preferred Stock (the “Additional Series A Director”), which designee shall initially be ▇▇▇ ▇▇▇▇▇▇▇, to serve as one (1) of the three (3) directors to be elected by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class;
(iv) one (1) designee that is designated by the holders of a majority of the then-outstanding shares of Series C Preferred Stock and Series B Preferred Stock, voting together as a single class on an as-if-converted to Common Stock basis (the “Series B/C Director”) to serve as one (1) of the remaining directors, which designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇;
(v) one (1) designee that is designated by the holders of a majority of the then-outstanding shares of Common Stock h...
Election of Directors. (a) On or prior to the Lapse Date, each Person, other than the Company, that is a party to this Agreement hereby agrees that such Person will vote, or cause to be voted, all voting securities of the Company over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable action within such Person’s control, and the Company will take all necessary and desirable actions within its control, to cause the authorized number of directors for each of the respective boards of directors of the Company and its Subsidiaries to be established at up to seven directors, and to elect or cause to be elected to the respective boards of directors of the Company and each of its Subsidiaries and cause to be continued in office, such individuals as are designated from time to time by Holdings.
(b) If at any time on or prior to the Lapse Date, Holdings shall notify the other parties to this Agreement of their desire to remove, with or without cause, any individual from a Company or Subsidiary directorship, all such parties so notified will vote, or cause to be voted, all voting securities of the Company and the aforementioned Subsidiaries over which they have the power to vote or direct the voting, and shall take all such other actions promptly as shall be necessary or desirable to cause the removal of such director.
(c) If at any time on or prior to the Lapse Date, any director ceases to serve on the board of directors of the Company or any of its Subsidiaries (whether due to resignation, removal or otherwise), Holdings shall be entitled to designate a successor member/director to fill the vacancy created thereby. Each Person that is a party hereto agrees to vote, or cause to be voted, all voting securities of the Company and the aforementioned Subsidiaries over which such Person has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor to be elected to fill such vacancy.
(d) Nothing in this Agreement shall be construed to impair any rights that the unitholders or stockholders of the Company or any Subsidiary of the Company may have to remove any director for cause under applicable law or the organizational documents of the Company or such Subsidiary, as the case may be. No such removal of an individual designated pursuant to this Section 2.1 for cause shall affect any of Holdings’ rights to designate a different individual pursuant to th...
Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.
(b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Dir...