Representation on the Board of Directors. The holders of the Convertible Preference Shares shall together be entitled by notice in writing to the Company to appoint (and remove) seven (7) Persons to the Board of Directors.
Representation on the Board of Directors. It is agreed that the City of Xxxx will be guaranteed three representatives on the AEDC Board of Directors (two City Council members appointed by the Mayor, and the City Manager). Furthermore, the City Manager will be guaranteed membership on the Executive Committee of the Board of Directors.
Representation on the Board of Directors. (a) The Company shall cause the Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above.
Representation on the Board of Directors. Subject to the terms ---------------------------------------- and conditions of this Section 10, and provided that the Chase Entities own at least ten percent (10%) of the outstanding Common Stock of the Company, at each annual or special meeting of stockholders of Company, or in any written consent executed in lieu of a stockholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Company, each of the FS Entities and the Chase Entities agrees to exercise, or cause to be exercised, voting rights with respect to Voting Securities then owned or held of record by such entity in such a manner that a candidate designated by a majority vote of the shares of Common Stock held by the Chase Entities (the "Majority Chase Entities") shall be elected to fill and continue to hold one of the positions on the Board of Directors of the Company. If at any time from and after the date hereof, the Majority Chase Entities shall notify the FS Entities of their desire to remove any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company, each of the FS Entities agrees to exercise or cause to be exercised voting rights with respect to Voting Securities owned or held of record by such entity so as to remove such director of the Company. If at any time from and after the date hereof, any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company ceases to be a director (whether by reason of death, resignation, removal or otherwise), the Majority Chase Entities shall be entitled to designate a successor director to fill the vacancy created thereby, and each of the FS Entities agrees to exercise its voting rights with respect to Voting Securities owned or held of record by such entity so as to elect such designee as a director of Company. The Majority Chase Entities may not assign their rights pursuant to this Section 10 and such rights will terminate if the Majority Chase Entities hold less than ten percent (10%) of the Company's outstanding Common Stock.
Representation on the Board of Directors. The Company and the principal shareholders of the Company shall use their best efforts to cause to be elected to the Company's Board of Directors one person acceptable to the Company and who is designated, from time to time, by the Placement Agent on behalf of the Subscribers. The Company shall reimburse such representative for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Company's Board of Directors. The Placement Agent's right to designate a representative on the Company's Board of Directors shall terminate two (2) years after the initial closing of the Offering.
Representation on the Board of Directors. (a) In addition to the designee of FEL elected to the Company's Board of Directors pursuant to Section 5.3 of the Company Purchase Agreement, the Company shall use commercially reasonable efforts to cause to be elected to the Company's Board of Directors, effective as of the Closing under the New Xxxxxx Agreement, two nominees designated by the Purchasers; PROVIDED, HOWEVER, that the proposed nominees are Eligible Persons. "
Representation on the Board of Directors. Carry out all actions necessary so that on, or before, April 30, 2005, (i) an Obligor Shareholder Assembly is held, at which the person designated by the Bank for this purpose is nominated as a title-holding member to the Obligor’s Board of Directors, and/or (ii) a Corporación Durango Shareholders Assembly is held, at which the person designated by the Bank for this purpose is nominated a title-holding member to the Corporación Durango Board of Directors.
Representation on the Board of Directors. (a) The Company shall use commercially reasonable efforts to cause to be elected to the Company's Board of Directors, effective as of the Closing, one person (the "FEL Director")
Representation on the Board of Directors. (a) For so long as ECO owns, in the aggregate, at least 3% of the outstanding shares of common stock of H Power, ECO shall be entitled to designate one director on the management slate of nominees to H Power's Board of Directors (the "ECO Designee"). At least 90 days prior to each annual meeting of stockholders at which an ECO Designee will stand for election, ECO shall provide written notice to H Power indicating the ECO Designee to be nominated by ECO at such annual meeting, and such notice shall set forth as to such person proposed for nomination all information relating to such persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected).
Representation on the Board of Directors. The Company shall take all necessary actions to cause Aburdene to be elected as a member of the board of directors of FNB as soon as possible after the Closing but no later than the next regularly scheduled or special meeting of the Board of Directors of the Company. If Aburdene is not elected by such date, the Investor may elect to rescind its purchase of the Shares made pursuant to this Agreement. Aburdene shall be entitled to serve as a member of the Board of Directors of FNB until the first to occur of the following events: (i) the expiration or termination (by the Company or Aburdene) of the Letter Agreement, (ii) Aburdene or the Company shall have terminated his or its association with the other, as evidenced by the termination without renewal of any consulting agreement, employment agreement or any other agreement or understanding that defines such association, (iii) the sale of more than 75% of the Shares by the Investor, (iv) Aburdene no longer controls 100% of the voting power of the Investor or (v) Aburdene shall no longer qualify to be a director of FNB under the regulations of the Office of the Comptroller of the Currency. Immediately after the occurrence of any of the events listed in clauses (i) through (v) of the preceding sentence, Aburdene shall immediately resign as a director of FNB, and any resulting positions thereof.
