Nomination of New Directors Sample Clauses

Nomination of New Directors. The Company agrees that at the 2008 Annual Meeting, the Board will:
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Nomination of New Directors. The Investor Nominees and the Company Nominees agree that at the 2012 Annual Meeting, the Company will:
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Nomination of New Directors. (i) The Participants and the Company hereby acknowledge and agree that the Board will (1) appoint Lxxxxxxx X. Xxxxxxxxx (the “Investor Nominee”) to the Board effective upon execution of this Agreement and (2) nominate the following slate of directors to be voted upon by shareholders at the Annual Meeting: the Investor Nominee, Rxxxxxx X. Xxxxxxx, Xx., Sxxxxx Xxxxxxxx, Sxxxx Xxxx, R. Rxxxx Xxxxxxxx, JX Xxxxx and Gxxxx Xxxxxx. The Company shall use its reasonable best efforts to solicit the vote of shareholders of the Company to elect to the Board such slate of directors.
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Nomination of New Directors. The Company agrees that at the 2021 Annual Meeting, the Board will:
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Nomination of New Directors. The Company agrees that, provided that a New Director is able and willing to serve on the Board and continues to be a Qualified Director (as defined below):
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Nomination of New Directors. The parties hereto agree that at the 2013 Annual Meeting, the Board will:
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Nomination of New Directors. In the event of the resignation, death, removal or disqualification of a director elected under Section 5.4(a) hereof, a new director shall promptly be nominated by Franklin.
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Nomination of New Directors. (a) The Company agrees that, in accordance with the Company’s certificate of incorporation and bylaws and Delaware law and subject to Section 1(c), Scopia will have the right (and the Board and each committee and subcommittee shall take all necessary actions as set forth in this Section 1(a)), at any time prior to the day (such day, the “2022 Deadline”) that is the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations of directors pursuant to the bylaws of the Company for the Company’s 2022 annual meeting of stockholders and (y) the day that is 75 days prior to the first anniversary of the 2021 annual meeting of stockholders (such meeting, the “2021 Annual Meeting”), to request in writing that the Board and each appropriate committee and subcommittee of the Board take all necessary actions to appoint (i) Xxxxxx Xxxxx (or, solely in the event that Xxxxxx Xxxxx is no longer an employee of Scopia, such other member of senior management of Scopia designated by Scopia) to serve as a director on the Board (the “Scopia Director”) (it being understood that the Scopia Director’s appointment will be contingent only on the satisfactory completion (in the Board’s reasonable and good faith determination) of a customary background check and D&O questionnaire (the “Scopia Director Criteria”), with such appointment to occur, subject to the terms of this Agreement, within five business days following such satisfactory completion); and (ii) one additional “independent” individual designated by Scopia who satisfies the Director Criteria set forth in Section 1(c) to serve as a director on the Board (the “New Independent Director”, and together with the Scopia Director, the “New Directors”). Notwithstanding the prior sentence, if any individual is designated as a New Director within ten business days prior to the Company’s filing of its proxy statement for the 2021 Annual Meeting or following such filing but before the 2021 Annual Meeting, then the effective time for the appointment of such individual shall be not more than five business days following the 2021 Annual Meeting. For the avoidance of doubt, subject to the terms and conditions of this Agreement, Scopia may, at any time prior to the 2022 Deadline, exercise its right to designate one or both of the New Directors pursuant to this Section 1(a). Notwithstanding anything to the contrary in this Agreement, Scopia’s right to designate the New Directors (and any replacement the...
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Nomination of New Directors. The Company agrees that, provided that a New Director is able and willing to serve on the Board and, except with respect to Xx. Xxxx, continues to be a Qualified Director (as defined below):
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Related to Nomination of New Directors

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • 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 and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Actions by Directors (a) Unless provided otherwise in this Agreement, the Directors will act only: (1) by the affirmative vote of a majority of the Directors (which majority will include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors is present either in person or, to the extent consistent with the provisions of the 1940 Act, by conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other; or (2) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act. A majority of the Directors then in office will constitute a quorum at any meeting of Directors.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

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