Election of Directors; Quorum Sample Clauses

Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, in each case subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent) and vote any and all shares of Common Stock Beneficially Owned by it or them (subject to the Maximum Voting Percentage), or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), at the election of each Investor Stockholder, in its sole discretion, in connection with any election or removal of Directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company other than Elevation and its Affiliates present in person or by proxy at the meeting with respect to the election or removal of each Director.
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Election of Directors; Quorum. (a) At every meeting of the stockholders of the Company, called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to vote any and all Subject Shares or Conversion Shares entitled to be voted thereat, or to cause any such shares to be voted, in the manner recommended by the Board with respect to the election or removal of each Director other than an Investor Director. This Section 2.8 shall terminate when the Designated Stockholder is no longer entitled to designate or nominate any Investor Director pursuant to Section 2.1(a).
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Election of Directors; Quorum. 9 Section 2.8. Notices Regarding Ownership and Investor Director Entitlement. 9 Section 2.9. VCOC Investor Stockholders. 11 ARTICLE 3 TRANSFERS Section 3.1. Transfer Restrictions. 12
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Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the shareholders of the Company, and at every postponement or adjournment thereof, each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall, and shall cause member of the WLR Group to (subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent)), vote any and all shares of Common Stock Beneficially Owned by it or them, or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), in connection with any election or removal of Directors as follows: (i) in the manner recommended by the Board, with respect to a number of shares of Common Stock Beneficially Owned that is equal to (A) the total number of shares of Common Stock Beneficially Owned by WLR-IV, Parallel Employee Fund or such Permitted Transferee (and eligible to vote), multiplied by (B) a fraction (1) the numerator of which is the total number of shares of Common Stock voted by all shareholders of the Common Stock in the manner recommended by the Board with respect to the election or removal of each Director and (2) the denominator of which is the total number of shares of Common Stock represented at the applicable meeting, in person or by proxy, and (ii) in WLR-IV, Parallel Employee Fund’s or such Permitted Transferee’s discretion, with respect to all other shares of Common Stock Beneficially Owned by WLR-IV, Parallel Employee Fund or such Permitted Transferee.
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Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company, called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, in each case subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent), vote any and all shares of Common Stock Beneficially Owned by it or them, or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), at the election of each Investor Stockholder, in its sole discretion, in connection with any election or removal of Directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company other than Elevation and its Affiliates present in person or by proxy at the meeting with respect to the election or removal of each Director.
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Election of Directors; Quorum. B.1(a) In any election of directors of the Company, the Stockholders shall vote all shares of Common Stock of the Company owned or controlled by them in favor of a Board of Directors comprising directors designated as follows:
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Election of Directors; Quorum. For so long as there shall be one million (1,000,000) shares of Series D Preferred Stock outstanding (as adjusted for any stock split, stock dividend, recapitalization or similar event) the holders of the Series D Preferred Stock shall be entitled to elect one (1) director of the Corporation, and the number of directors of the Corporation shall not exceed nine (9). The foregoing voting right may be exercised initially by unanimous written consent of the holders of all of the outstanding shares of Series D Preferred Stock, at a special meeting called pursuant to this Article FOURTH, Section 3(b)(i) or at an annual meeting and thereafter, at annual meetings of the stockholders of the Corporation. The director elected by the holders of Series D Preferred Stock shall continue in office until his successor shall be elected. Such director may be removed for cause in the same manner as any other director of the Corporation, but may be removed without cause only by the affirmative vote of a majority of the outstanding shares of Series D Preferred Stock given at a meeting specially called for such purpose. Should there be a vacancy in the directorship created by this Article FOURTH, Section 3(b)(i) for a period exceeding thirty (30) days for any reason, the appropriate officer of the Corporation shall, upon the written request of holders of record of thirty percent (30%) of the Series D Preferred Stock then outstanding addressed to the secretary of the Corporation, call a special meeting of holders of the Series D Preferred Stock for the purpose of electing such a director. At any meeting of stockholders at which a Series D Preferred Stock director is to be elected hereunder, the presence in person or by proxy of the holders of at least one-third of the then outstanding shares of Series D Preferred Stock shall be required and be sufficient to constitute a quorum of such series for the election of the director (and any other business presented only to such series). The absence of a quorum of such series at any meeting of stockholders of the Corporation shall not prevent such other stockholders from electing other directors (or taking action not required to be presented to the Series D Preferred Stock). In lieu of the election of a director by the holders of the Series D Preferred Stock at a special meeting of the holders of Series D Preferred Stock contemplated hereby, the holders of all of the outstanding shares of Series D Preferred Stock may elect a director by u...
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Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company, called, and at every postponement or adjournment thereof, each Purchaser agrees to, and agrees to cause each Person to whom such Purchaser has sold Purchased Shares constituting twenty-five percent (25%) or more of the amount acquired by such Purchaser at the Closing (a “Permitted Transferee”) to, in connection with such meeting (or action by written consent), vote any and all of the Purchased Shares and shares of Common Stock beneficially owned by it or them, or to cause any such shares to be voted (in each case to the extent such shares are eligible to so vote), at the election of each Purchaser, in its sole discretion, in connection with any election or removal of directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company, other than the Purchasers and their respective Affiliates, present in person or by proxy at the meeting with respect to the election or removal of each director.
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Related to Election of Directors; Quorum

  • 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.

  • 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.

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested 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.

  • 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.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

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