Election of Members of the Board of Directors Sample Clauses

Election of Members of the Board of Directors. (A) The Board of Directors of the Company (and, if applicable, the Nominating Committee thereof) shall: (i) for so long as Xxxxxxxxx and its Permitted Transferees hold at least five percent (5%) of the issued and outstanding Common Stock of the Company, nominate one (1) member of the Company's Board of Directors designated by Xxxxxxxxx, who initially shall be Xxxxx Xxxxx, (ii) for so long as the Xxxx Shareholders and their Permitted Transferees hold at least twenty percent (20%) of the issued and outstanding Common Stock of the Company, nominate two (2) members of the Company's Board of Directors designated by the Xxxx Shareholders, (iii) for so long as the Xxxx Shareholders and their Permitted Transferees hold at least five percent (5%) but less than twenty percent (20%) of the issued and outstanding Common Stock of the Company, nominate one (1) member of the Company's Board of Directors designated by the Xxxx Shareholders, (iv) for so long as WP and its Permitted Transferees hold at least five percent (5%) of the issued and outstanding Common Stock of the Company, nominate one (1) member of the Company's Board of Directors designated by WP, who initially shall be Xxxxx Xxxxx, and (v) nominate one (1) member of the Company's Board of Directors designated by the Chief Executive Officer of the Company, who initially shall be D. Xxxxxxx X. Xxxxxxxxxx.
Sample 1
AutoNDA by SimpleDocs
Election of Members of the Board of Directors. 5.1. If BNDESPAR is not the holder of a sufficient number of Shares to, by itself, elect at least 1 (one) member of the Company’s Board of Directors, CPqD undertakes to use the voting rights related to its Bound Shares in a manner to guarantee the election of 1 (one) member appointed by BNDESPAR.
Sample 1
Election of Members of the Board of Directors. With respect to --------------------------------------------- any proposal concerning the election of directors of the Company, the parties hereto agree as follows:
Sample 1
Election of Members of the Board of Directors. Provided neither the Company nor Granite has exercised their rights (or given notice of their intent to exercise their rights) pursuant to Section 6.1 or 6.2 of this Agreement, with respect to any proposal concerning the election of directors of the Company, the Parties agree as follows:
Sample 1
Election of Members of the Board of Directors. The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the following current members of the Board would be re-elected as members of the Board of Directors for the term expiring at the end of the following Annual General Meeting: Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxx and Xxxxx Xxxxx.
Sample 1
Election of Members of the Board of Directors. The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that, conditional upon the subscription of the Convertible Notes by the Investors, the number of members of the Board of Directors would be increased to seven (7) and two (2) new members of the Board of Directors would be elected as follows: Xx. Xxx X. Bailey and Xx. Xxxxxxxx X. Shah to be elected new members of the Board of Directors, both of them for the term starting on the date on which the resolution on the issuance of Convertible Notes are registered with the Finnish Trade Register, and expiring at the end of the following Annual General Meeting. Both proposed new members have given their consent to the election. The personal details of the proposed members are available on the company’s website at xxx.xxxxxx.xxx. The other five (5) members of the Board of Directors elected by the Annual General Meeting under item 12 above shall continue in their positions until the end of the following Annual General Meeting. The remuneration of the new members of the Board of Directors elected under this item 16 d) shall be in accordance with the resolution under item 10 above. For the sake of clarity, the new members of the Board of Directors elected hereunder shall be paid annual fees in proportion to the length of their term of office.
Sample 1

Related to Election of Members of the Board of Directors

  • 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.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • The Board of Directors AGREES TO—

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • 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.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Composition of Board of Directors (1) Subject to paragraph (2) of this article and paragraph (1) of article 14 the Board shall consist of seven directors as follows—

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