New Director Appointments Sample Clauses

New Director Appointments. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to (i) increase the size of the Board by two (2) directors to a total of seventeen (17) directors and (ii) appoint each of Xxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxx (each, a “New Director” and, together, the “New Directors”) as members of the Board, in each case, in accordance with the Company’s Amended and Restated Articles of Incorporation (the “Articles”), the Company’s Amended and Restated By-laws (the “Bylaws”) and the General and Business Corporation Law of Missouri, and effective on March 3, 2020.
Sample 1
AutoNDA by SimpleDocs
New Director Appointments. As promptly as practicable following the execution of this Agreement, the Company and the Board of Directors of the Company (the “Board”) will take all necessary actions to increase the size of the Board to the extent necessary in connection with the appointments contemplated by this paragraph 1. Subject to the last sentence of this paragraph 1, the Company and the Board will take all action necessary so that (a) as promptly as practicable following the execution of this Agreement, Xxxxx Xxxx (the “Xxxxxxx Designee”) will be appointed to the Board as a Class II director with a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”); (b) as promptly as practicable following the date of consummation of the transactions contemplated by the Investment Agreement, dated as of March 9, 2020, between the Company and Silver Lake Partners V DE (AIV), L.P., Xxxx Xxxxxx (the “SLP Designee”) will be appointed to the Board as a Class III director with a term expiring at the Company’s 2022 annual meeting of stockholders; and (c) as promptly as practicable following the completion of the Company’s director search process, one additional Independent director selected by the Company will be appointed to the Board as a Class II director with a term expiring at the 2021 Annual Meeting (such person, together with the Xxxxxxx Designee and the SLP Designee, the “New Directors”). The appointment of each New Director to the Board will be subject to and contingent upon the provision by such New Director of any information the Company reasonably requires to complete its customary onboarding procedures for Board members (including a customary background check and review of such New Director’s independence and potential conflicts).
Sample 1
New Director Appointments. Duly adopted resolutions of the XC Board, effective as of the SA Closing, accepting the resignations of the Resigning XC Directors and appointing the FH Directors to the XC Board, as contemplated by the Shareholders Agreement.
Sample 1
New Director Appointments. Duly adopted resolutions of the XC Board, effective as of the SA Closing, accepting the resignations of the Resigning XC Directors and appointing the FH Directors to the XC Board, as contemplated by the Shareholders Agreement. Subscription Agreement – Exhibit A: Charter Amendment CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF XEROX CORPORATION Under Section 805 of the Business Corporation Law The undersigned, [ ], [ ] of Xerox Corporation, a New York corporation (the “Corporation”), HEREBY CERTIFIES that:
Sample 1
New Director Appointments. As promptly as practicable following the date of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to increase the size of the Board and appoint Xxxxxx Xxxx (the “Investor Designee”) Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxxxxx, and Xxxxxxxxx Xxxxxxx (the “New Independent Directors,” and together with the Investor Designee, the “New Directors”) as new members of the Board. The Board will increase the size of the Board as necessary to enable the appointment of the New Directors in accordance with the Company’s Restated Code of Regulations (the “Bylaws”) and the Ohio General Corporation Law (the “OGCL”). The Company agrees that from the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) until the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), the size of the Board shall be no greater than thirteen (13) directors.
Sample 1
New Director Appointments. Within five business days following the Effective Date and subject to the satisfaction of the Company’s customary director onboarding procedures, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to increase the size of the Board by three and appoint Xxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx and Xxxxxxx Xxxxx (the “New Directors”) as new members of the Board to fill the vacancies created by such increase in the size of the Board, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company agrees that (i) from the Effective Date until the commencement of the 2024 Annual Meeting, the size of the Board shall be no greater than 15 directors and (ii) from the closing of the 2024 Annual Meeting until the termination or expiration of the Cooperation Period (as defined below), the size of the Board shall be no greater than 11 directors.
Sample 1
New Director Appointments. As promptly as practicable following the date of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to increase the size of the Board and appoint Xxxxx Xxxx (the “Investor Designee”) and Xxxx Xxxxxx (the “New Independent Director,” and together with the Investor Designee, the “Initial Directors”) as new members of the Board. The Xxxxxxx Parties shall have the right, exercisable in the Xxxxxxx Parties’ sole discretion, at any time following the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), to privately recommend to the Company one (1) additional director (when appointed, the “Additional Independent Director,” and together with the Initial Directors, the “New Directors”) for appointment to the Board, selected from a list collectively developed by the Company and the Xxxxxxx Parties, with such appointment to take effect no later than ten (10) business days after the Xxxxxxx Parties make such selection. The size of the Board will be determined by the Board, provided that the Board will increase the size of the Board as necessary to enable the appointment of the New Directors in accordance with the Amended and Restated Bylaws of the Company (the “Bylaws”) and the Delaware General Corporation Law (the “DGCL”).
Sample 1
AutoNDA by SimpleDocs
New Director Appointments. Within two business days after the execution of this Agreement, the Board of Directors of the Company (the “Board”) and its committees shall take such actions as are necessary to increase the size of the Board and appoint Xxxxx Xxxxxxxxx (the “Class I Designee”) as a Class I member of the Board, Xxxxx Xxxxx (the “Class II Designee”) as a Class II member of the Board, and Xxxx Xxxxxx (the “Class III Designee”) as a Class III member of the Board. The Class I Designee, Class II Designee and Class III Designee (together, the “New Directors”) shall not be subject to any conditions or terms not already applicable to sitting directors of the Company.
Sample 1

Related to New Director Appointments

  • Term Appointments 16.3.4.1 A Term appointment carries no implication of renewal or continuation beyond the contractually limited term. A person holding a Term appointment may apply for a Probationary or Continuing appointment if such a position is available.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

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

  • Vacancies; Appointment of Trustees Whenever a vacancy shall exist in the Board of Trustees, regardless of the reason for such vacancy, the remaining Trustees shall appoint any person as they determine in their sole discretion to fill that vacancy, consistent with the limitations under the 1940 Act. Such appointment shall be made by a written instrument signed by a majority of the Trustees or by a resolution of the Trustees, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to Section 16(a) of the 1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. The death, declination to serve, resignation, retirement, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

  • Reappointments At least three (3) months prior to the completion of an employee’s initial probationary appointment to a Type B contract position, the employee will be advised of reappointment and the terms thereof, or will be advised that reappointment will not be made. A reappointment to a Type B contract position subsequent to the initial probationary period may be made for:

  • Initial Appointment Upon initial appointment, a bargaining unit employee shall be issued a letter of offer, signed by the xxxx/director, citing specific terms and conditions of employment and his or her initial assignment of responsibilities. The University may enclose informational addenda, except that such addenda may not abridge the employee's rights or benefits provided in the BOT-UFF Agreement or BOT- UFF Policies. All academic year appointments for employees at a University shall begin on the same date. Two weeks prior to the beginning of classes each semester, the University shall send to the UFF Chapter a list of bargaining unit employees hired since the beginning of the previous semester, showing name; rank or title; department, college, program or employment unit; salary; and principal place of employment (campus). The initial letter of offer shall contain the following elements:

  • Duration of Appointment The Employment shall be deemed to have commenced on the Commencement Date and shall continue unless terminated in accordance with the provisions of this Agreement.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows:

  • Appointment and Termination of Appointment Issuer may at any time appoint additional or alternative agents to provide the service(s) to be provided by the Global Agent hereunder. Issuer may terminate the appointment of the Global Agent or any part of such agency or any other agent by giving to the Global Agent or that agent at least 30 calendar days' written notice to that effect. Issuer may replace the Global Agent in any of its roles hereunder and appoint one or more other authenticating agents, paying agents, transfer agents, registrar or calculation agents for any issuance of the Notes as Issuer may determine; provided, however, that until all of the Notes have been delivered to the Global Agent for cancellation and destruction, or monies sufficient to pay the principal and interest, if any, on such Notes have been made available for payment and either paid or returned to Issuer as provided herein, Issuer will at all times maintain a paying agent; and, if and for so long as any Notes are listed on any stock exchange, Issuer shall maintain a paying agent for such Notes at any location such stock exchange may require.

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