IDENTITY OF DIRECTORS Sample Clauses

IDENTITY OF DIRECTORS. The Stockholders agree that (i) so long as the GSCP Stockholders hold outstanding shares of Preferred Stock, the GSCP Stockholders shall be entitled to nominate all of the directors constituting the "Series A Directors" pursuant to the Certificate of Incorporation, (ii) so long as the netWorth Stockholders hold the power to vote (or cause to be voted), whether by proxy, voting trust, stockholders' agreement or otherwise, at least Seven Hundred and Fifty Thousand (750,000) shares of Series E Stock (subject to adjustment by way of stock split, reverse stock split, stock dividend, stock distribution, merger, combination, consolidation, reclassification, recapitalization, reorganization or otherwise), the netWorth Stockholders shall be entitled to nominate the director constituting the "Series E Director" pursuant to the Certificate of Incorporation, (iii) during the initial term and any renewal term of the Xxxxxx Media Affiliation Agreement, Xxxxxx Media shall be entitled to nominate one (1) of the directors constituting the "Common Directors" pursuant to the Certificate of Incorporation, and (iv) so long as Xxxxxx X. Xxxxxxx is an executive officer of the Company, (a) he shall be nominated as one (1) of the directors constituting the "Common Directors" pursuant to the Certificate of Incorporation and (b) he shall be entitled to nominate one (1) of the directors constituting the "Common Directors" pursuant to the Certificate of Incorporation. Nominations for all other Common Directors (exclusive of the Common Directors nominated in accordance with the preceding sentence) shall be made by the Board. Each of the Stockholders agrees to vote all Shares held by such Stockholder in favor of the directors nominated by the GSCP Stockholders, the netWorth Stockholders, Xxxxxx Media and Xxxxxx X. Xxxxxxx, respectively, and in favor of Xxxxxx X. Xxxxxxx, for election to the Board, so long as each such person is required to be nominated to the Board pursuant to the preceding sentence hereof. Should the individuals elected as directors pursuant to this SECTION 2.2 be unwilling or unable to serve, or otherwise cease to serve (including by means of removal in accordance with the following sentence), vacancies on the Board shall be filled by the Board, except that the GSCP Stockholders, the netWorth Stockholders, Xxxxxx Media and Xxxxxx X. Xxxxxxx shall be entitled to nominate or designate any replacement for a director originally nominated by each of them pursuant to this S...
Sample 1
AutoNDA by SimpleDocs
IDENTITY OF DIRECTORS. The details of the directors and officers of AerCo USA set out in Schedule 2 are correct.
Sample 1
IDENTITY OF DIRECTORS. The details of the directors and officers of AerFi POL set out in Schedule 2 are correct.
Sample 1
IDENTITY OF DIRECTORS. Sonera agrees that it will not designate as its representative to Aerial's Board of Directors any individual who is an officer, director or representative of any Person that is in competition with Aerial or any of its Affiliates in the provision of Wireless Services to any significant extent. Aerial agrees that, as long as Sonera is entitled to designate at least one representative to Aerial's Board of Directors, Aerial will not nominate to its Board of Directors, and will not appoint to the Board of Directors of AOC, any individual (other than an individual whose principal occupation, at the time of such nomination, is that of employee or officer of Aerial or one of its Affiliates, or who is a Person in control of Aerial or one of its Affiliates or is an incumbent on the Aerial Board of Directors) who is an officer, director or representative of any Person that is in competition with Sonera or any of its Affiliates to any significant extent. For purposes of the immediately preceding sentence, the term "control" shall have the meaning set forth in the last sentence of the definition of "Affiliate" in Article 1 hereof.
Sample 1

Related to IDENTITY 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

  • 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.

  • 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.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

  • Appointment of Directors The Directors shall be appointed as follows:

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • 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.

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

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