Failure to Designate. If any party fails to designate a representative to fill a directorship pursuant to the terms of Section 1.1, the election of a person to such directorship shall be accomplished in accordance with Parent's certificate of incorporation, bylaws and applicable law.
Appears in 2 contracts
Samples: Stockholders' Agreement (Aros Corp), Stockholders' Agreement (Centerpulse LTD)
Failure to Designate. If any party or group fails to designate a representative to fill a directorship pursuant to the terms of Section 1.1, the election of a person to such directorship shall be accomplished in accordance with Parent's Company’s certificate of incorporation, bylaws or other constituent documents and applicable law.
Appears in 1 contract
Failure to Designate. If any party fails to designate a -------------------- representative to fill a directorship pursuant to the terms of this Section 1.11, the individual previously holding such directorship shall be elected to such position, or if such individual fails or declines to serve as a director, the election of a person an individual to such directorship shall be accomplished in accordance with Parentthe Company's certificate of incorporation, bylaws Bylaws and applicable law; provided that the Stockholders shall vote to remove such individual so elected if the party which failed to designate such directorship so directs.
Appears in 1 contract
Failure to Designate. If any party fails to designate a representative to fill a directorship pursuant to the terms of Section 1.1, the election of a person to such directorship shall be accomplished in accordance with Parent's ’s certificate of incorporation, bylaws and applicable law.
Appears in 1 contract
Samples: Stockholders’ Agreement (Aros Corp)
Failure to Designate. If any party or group fails to designate a representative to fill a directorship pursuant to the terms of Section 1.1, the election of a person to such directorship shall be accomplished in accordance with Parent's ’s certificate of incorporation, bylaws and applicable law.
Appears in 1 contract