Identification of Directors Sample Clauses

Identification of Directors. No later than five (5) business days prior to the Form S-4 Filing Date, (i) Inovio shall have identified and put forth to VGX the names of two (2) individuals from the Inovio Board as of the date of this Agreement and (ii) VGX shall have identified and put forth to Inovio the name of one (1) individual from the VGX Board as of the date of this Agreement, each to serve as directors of Inovio after the Closing. No later than five (5) business days prior to the filing of the first pre-effective amendment to the Registration Statement, each of Inovio and VGX shall have identified and put forth to the other party the name of one (1) additional individual from each of the Inovio Board and the VGX Board to serve as directors of Inovio after the Closing. At least two (2) of the individuals put forth by Inovio and one (1) of the individuals put forth by VGX must be “independent” pursuant to the rules and regulations of the NYSE Alternext and the Rule 10A-3(b) as promulgated under the Exchange Act. If a named individual is not satisfactory to the other party, the party shall notify the other party of its objections within two (2) business days and the nominating party shall identify an alternate individual promptly. No later than two (2) business days prior to the Form S-4 Filing Date, (a) each of Inovio and VGX shall have approved the initial four (4) individuals proposed as directors, and (b) each of the identified individuals shall have signed an acknowledgement indicating his or her consent to serve as a director for Inovio after the Closing and providing consent to being identified as a prospective director in the Registration Statement, the VGX Soliciting Materials and other Merger-related documentation. The two (2) additional individuals must provide such executed acknowledgment and consent no later than two (2) business days prior to the filing of the first pre-effective amendment to the Registration Statement. Inovio and VGX agree that one of the appointees from the Inovio Board shall serve as Chairman of the Board of Directors after Closing.
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Identification of Directors. L i s t t h e n a m es a n d a ges of a ll di r ec t o r s of t h e r egis t r a n t a n d a ll pe r so n s n o m i n a t ed o r c h ose n t o beco m e di r ec t o r s; i n dic a t e a ll posi t io n s a n d offices wi t h t h e r eg- i s t r a n t h eld b y e a c h s u c h pe r so n; s t a t e h i s t e r m of office a s di r ec t o r a n d a ny pe r iod( s) d ur i n g w h ic h h e h a s se r ved a s s u c h; desc r ibe b r iefl y a ny a rr a n ge m e n t o r un de r s t a n di n g be t wee n h i m a n d a ny o t h e r pe r so n( s) ( n a m i n g s u c h pe r so n( s)) p ur s u a n t t o w h ic h h e w a s o r i s t o be se- lec t ed a s a di r ec t o r o r n o m i n ee. I nstructions to Paragraph ( a) of I tem 401
Identification of Directors. The Minister and the SEP shall use their rea- sonable efforts to identify and appoint Directors who are members of a Disadvantaged Group and to replace any previously appointed Directors with members of a Disadvantaged Group in order to achieve among the membership of the entire Board a balance representative of the demo- graphics of the Republic of South Africa; provided, that the SEP shall be entitled to appoint up to two (2) Directors (if it is then entitled to appoint two (2) Directors) in its sole and absolute discretion.
Identification of Directors. In conformance with Section 3.04 of the I.G.A., each participating jurisdiction shall identify in writing its Director and Alternate. The Director and Alternate shall hold such office until removed by his/her appointing Member, or until s/he no longer holds elective office in the appointing jurisdiction, or until s/he submits a written resignation to the Chair.
Identification of Directors. The Merger Sub shall deliver to the Company not less than five days prior to the initially scheduled expiration time of the Exchange Offers written notice setting forth the names of each of the individuals, other than Xx. Xxxx X. DiLacqua, who will serve as directors of the Surviving Corporation by operation of Section 1.7 herein and the Merger or to be appointed as a director by the board of directors of the Surviving Corporation upon the consummation of the Merger.
Identification of Directors. No later than five (5) business days prior to the Form S-4 Filing Date, each of Inovio and VGX shall have identified and put forth to the other party the names of three (3) individuals from each of the Inovio Board and the VGX Board as of the date of this Agreement to serve as directors of Inovio after the Closing. At least two (2) of the individuals put forth by each of Inovio and VGX must be "independent" pursuant to the rules and regulations of the American Stock Exchange and the Rule 10A-3(b) as promulgated under the Exchange Act. If a named individual is not satisfactory to the other party, the party shall notify the other party of its objections within two (2) business days and the nominating party shall identify an alternate individual promptly. No later than five (5) business days prior to the Form S-4 Filing Date, (a) each of Inovio and VGX shall have approved the proposed six (6) person board of directors consisting of three (3) individuals identified by each of Inovio and VGX, and (b) each of the identified individuals shall have signed an acknowledgement indicating his or her consent to serve as a director for Inovio after the Closing and providing consent to being identified as a prospective director in the Registration Statement, the VGX Soliciting Materials and other Merger-related documentation.

Related to Identification of Directors

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

  • 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 Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • 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 Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • 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.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

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