Elections to Board Sample Clauses

Elections to Board. The Stockholders shall take appropriate ------------------ actions, including the voting of shares of Company Stock or the acting by written consent, to cause the election of the Xxxxxxx Director and the Aurora Nonemployee Director to become effective on the date of this Agreement. The Stockholders shall vote all of the shares owned or held of record by them at all annual and special meetings of the stockholders of the Company called or held for the purpose of filling positions on the Board, and in each written consent executed in lieu of such a meeting of stockholders, and each party hereto shall take all actions otherwise necessary, to ensure (to the extent within the parties' collective control) the election of (i) the Xxxxxxx Director and the Aurora Nonemployee Director to the Board for the applicable periods set forth in Section XII.A and (ii) the members of the Board as the directors of each of the Company's subsidiaries.
Sample 1
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Elections to Board. Except as provided in this Section 8(a), the Board of Directors of the Company (the "Board") shall consist of six (6) directors, three (3) of whom shall be elected by the holders of the Company Common Stock (the "Management Directors") and three (3) of whom shall be elected by the holders of the Company Preferred Stock (the "Investor Directors"). Notwithstanding the preceding sentence, prior to the consummation of an initial public offering of Company Common Stock pursuant to an effective registration statement under the Act, in the event the Company (i) does not achieve the performance goals set by the Board in such business plans or budgets as may be approved by the Board from time to time (the "Performance Goals") or (ii) within one (1) year from the date hereof, fails to complete the Company's Internet platform as described on Exhibit B attached hereto (the "Internet Platform") to the reasonable satisfaction of HEALTHSOUTH Corporation ("HEALTHSOUTH") then, at the election of HEALTHSOUTH, the number of directors shall be increased by one (1), and the Investor Directors shall have the right to elect such additional director (the "Additional Investor Director") to fill the vacancy created by such increase. The term of such Additional Investor Director shall extend until he is removed as set forth below. The Additional Investor Director may be removed at any time, but only by the Preferred Stockholders. The failure of the Investor Directors or the Preferred Stockholders to elect the Additional Investor Director or any successor shall not constitute a waiver of such right.
Sample 1

Related to Elections to Board

  • 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.

  • Director's Fees If the Executive is required, as a consequence of employment with the Company, to act as a Director of the Company or of a corporate member of the Group, the Executive will not receive any compensation in addition to the TRC.

  • 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.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Size of Board The Board of Managers will have not less than three nor more than five Managers. The number may be increased or reduced by amendment of this Agreement. The Board of Managers will have five individuals, two of which will be Independent Managers. As of the date of this Agreement, the Board of Managers consists of the following Managers: Xxxxxx X. Xxxxx Xxxx X. Carnarvon Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx, as Independent Manager Xxxxxxx X. Xxxxxx, as Independent Manager

  • Deferral Elections As provided in Sections 5(f), 6(h) and 14(d), the Executive may elect to defer the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment as follows. The Executive’s deferral election shall satisfy the requirements of Treasury Regulation Section 1.409A-2(b) and the terms and conditions of the Deferred Compensation Plan. Such deferral election shall designate the whole percentage (up to a maximum of 100%) of the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment to be deferred, shall be irrevocable when made, and shall not take effect until at least twelve (12) months after the date on which the election is made. Such deferral election shall provide that the amount deferred shall be deferred for a period of not less than five (5) years from the date the payment of the amount deferred would otherwise have been made, in accordance with Treasury Regulation Section 1.409A-2(b)(1)(ii).

  • 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.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • 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.

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