Public Directors Sample Clauses

Public Directors. (a) From and after the date hereof, the Board shall include a number of Public Directors equal to the number of directors contemplated to be on the Board pursuant to Section 2.1(a) minus the number of Buyer Directors (as determined pursuant to Section 2.2(a)), minus one (the Chief Executive Officer). Each Public Director shall be required to meet the Independence Requirements. The nomination and election of each Public Director pursuant to this Section 2.3(a) shall be subject to the prior approval of a majority of the Board's nominating committee, which approval shall not unreasonably be withheld or delayed.
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Public Directors. The Board must include a number of public directors equal to the number of directors on the full Board minus the number of Norimet directors, minus one (the Chief Executive Officer). Each public director must meet the independence requirements described above under “Independence Requirements.” The nomination and election of each public director is subject to the prior approval of a majority of the Board’s nominating committee, which may not be unreasonably withheld or delayed. If there is any vacant public director position due to the death, resignation or removal of any public director, increase in the size of the Board, decrease in the percentage of shares of common stock owned by us, or otherwise, it will be filled by a majority vote of the remaining public directors then in office. If any incumbent public director does not stand for re-election at any annual stockholder meeting, the public directors will determine by majority vote the replacement for such person. If there are no public directors in office, Stillwater will call a meeting of its stockholders as soon as practicable to elect the requisite number of public directors as determined under the stockholders agreement. In such case, the Board’s nominating committee will propose and nominate qualified persons to be elected as public directors at the stockholders meeting and, at that meeting, we must vote the shares of common stock or other securities of Stillwater it owns or controls in the same manner (on a proportionate basis) as the public stockholders of Stillwater. None of Norilsk Nickel, Norimet or the Norimet directors may take any action to cause the removal of any public directors.
Sample 1

Related to Public Directors

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • The Board of Directors AGREES TO—

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • Initial Directors The initial number of directors of Amalco shall be one. The initial director of Amalco shall be: Name Address Xxxx Xxxxxx 1780 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0_

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