Election of Directors to the Board Sample Clauses

Election of Directors to the Board. (a) The Board shall initially consist of six (6)
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Election of Directors to the Board. The Company, the Major Shareholders, the Series A Preferred Holders, the Series B Preferred Holders, SAIF, and Apax shall exercise their respective voting rights and take such other steps as are necessary to insure the Board shall conform to the provisions of this Section 6.2, including voting their shares for the election of any nominee for director selected pursuant to Sections 6.2(b), (c), (d) or (e). In the event that any of SKT, the Series A Preferred Holders, the Series B Preferred Holders, or SAIF, as the case may be, wishes to change any of its nominated directors, the other parties shall exercise their voting rights accordingly so as to make such change possible; provided, however that SKT, Nokia and i-Hatch shall not have the right to unilaterally remove or direct the removal of directors nominated by them that are identified above as intending to qualify as independent directors under Rule 4200(a)(15) of the National Association of Securities Dealers, Inc. Upon the removal, resignation, death, or disability of any such independent director, a replacement candidate (if any) shall be nominated by the same person that nominated the predecessor director, so long as such person or group of persons has maintained the appropriate ownership percentage set forth in Section 6.2(b), 6.2(c) or 6.2(d)(i). In the event that any other director is removed from the Board without cause prior to his or her end of term, the party proposing such dismissal shall indemnify and hold the Company and the other parties harmless for any and all damages and other expenses relating to such dismissal.
Sample 1
Election of Directors to the Board. The Company, the Major Shareholders, the Series A Preferred Holders, and the Series B Preferred Holders, shall exercise their respective voting rights and take such other steps as are necessary to insure the Board shall conform to the provisions of this Section 6.2, including voting their shares for the election of any nominee for director selected pursuant to Sections 6.2(b), (c) or (d). In the event that any of the Major Shareholders, the Series A Preferred Holders, or the Series B Preferred Holders, as the case may be, wishes to change any of its nominated directors, the other parties shall exercise their voting rights accordingly so as to make such change possible. In the event that a director is removed from the Board without cause prior to his or her end of term, the party proposing such dismissal shall indemnify and hold the Company and the other parties harmless for any and all damages and other expenses relating to such dismissal.
Sample 1

Related to Election of Directors to the Board

  • 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

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • 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.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • The Board of Directors AGREES TO—

  • Compensation of Directors; Expenses The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

Time is Money Join Law Insider Premium to draft better contracts faster.