Outside Directors. Any director who is not and has not been an officer of the Company (an Outside Director) shall not be nominated for re-election as a director at the next annual meeting following either (i) fifteen years service as a director or (ii) the director's seventieth birthday. At the time an Outside Director retires from or changes the principal occupation engaged in when initially elected as a director, he or she shall notify the Nominating Committee of his or her change of position together with an indication of whether or not he or she is willing to stand for election as a director at the next annual meeting; thereafter the Nominating Committee at
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Outside Directors. Unless and until all of the outstanding Capital Stock of the Company is owned by Stockholder or Stockholder no longer holds any equity of the Company, there will at all times be at least three directors on the Board of Directors who are Independent ("Outside Directors") of both the Company and Stockholder. Stockholder shall perform its obligations under this Article II by voting its Shares, and directing the directors which it is entitled to nominate by virtue of owning the Series A Preferred Stock to act, accordingly.
Outside Directors. Two representatives designated by mutual agreement of the Series B-1 Directors, Series B-2 Directors and Series B-3 Director, neither of whom shall be an employee of the Company or any of the Investors, one of who initially shall be Xxxxx Xxxxxxxx and one of which seats shall initially be vacant; and
Outside Directors. John M. Leinonen ("Leinonen"), Lon X. Xxxxxxxxxxx ("Offxxxxxxxx"), Xxxxxx D. Olliver ("Xxxxxxx"), Jamxx X. Xxxxxxx ("Xithexx") xxx X. Xxxxas Emerson ("Xxxxxxx") are eacx xxxxxxx xx xhe Board of Directors of Simula, Inc., an Arizona corporation ("Simula" or the "Company"). Leinonen, Offenbacher, Olliver, Withers and Emerson are xxxxxxxfter xxxxxxxively referred to as the "Director Parties," and individually as a "Director Party."
Outside Directors. The Founders shall vote or act with respect to the Founders' Shares so as to always elect two (2) designees nominated by the holders of a majority of the outstanding shares of Common Stock held by the Founders and reasonably approved by the holders of at least 75% of the outstanding shares of Preferred Stock held by Investors as directors of the Company. In the event, but only for so long as, the Founders and Investors cannot agree as to one or both of such directors, the Founders shall vote or act with respect to the Founders' Shares so as to leave one or both vacancies on the Board. As of the date hereof, the outside directors shall be Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxx.
Outside Directors. The Company hereby covenants that upon consummation of a Business Transaction, as such term is defined in the Company's Registration Statement and Prospectus, the board of directors of the surviving company will include at least two independent directors that are reasonably acceptable to Xxxxx.
Outside Directors. Outside Directors" means members of the Board of Directors of the Corporation who are not employees of the Corporation or any of its Subsidiaries. Plan. "Plan" means the Interpublic Outside Directors' Stock Incentive Plan, as amended from time to time. Restricted Shares. "Restricted Shares" means shares of Common Stock granted pursuant to Article IX hereof and subject to the restrictions and other terms and conditions set forth in the Plan. Restriction Period. "Restriction Period" with respect to any Restricted Shares means the period beginning on the date on which such Restricted Shares are granted and ending on the third anniversary of the date of grant.
Outside Directors. If someone else wants to exercise this option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. FORM OF When you submit your notice of exercise, you must include PAYMENT payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination of two or more) of the following forms: o Your personal check, a cashier's check or a money order. o Certificates for Company stock that you have owned for at least six months, along with any forms needed to effect a transfer of the shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price.
Outside Directors. TRANSFER OF Prior to your death, only you may exercise this option. You OPTION cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse's interest in your option in any other way. RETENTION Your option or this Agreement do not give you the right to RIGHTS be retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your service at any time, with or without cause. SHAREHOLDER You, or your estate or heirs, have no rights as a RIGHTS shareholder of the Company until a certificate for your option shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan. APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of California. THE PLAN AND The text of the Plan is incorporated in this Agreement by OTHER AGREE- reference. MENTS This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement, signed by both parties. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
