Special Board Provisions Sample Clauses

Special Board Provisions. If the Shelf Registration Statement has not been declared effective by the Commission and the Shares have not been listed on a National Securities Exchange prior to November 30, 2020, then, on January 10, 2021, the number of directors of the Company shall automatically be increased by two additional directors, and the holders of a majority of the then outstanding Shares of Common Stock as of the date of such increase in the number of directors shall have the exclusive power to nominate up to two individuals to fill the vacancies created by such expansion, subject to compliance with commercially reasonable director suitability standards and any applicable state regulatory approval requirements and maintaining a board of directors composed of a majority of directors who are independent based on the independence standards of the New York Stock Exchange (such individuals, the “Nominees”). The Company shall cause the Nominees to be elected as directors of the Company by the Board as promptly as reasonably practicable following the delivery to the Company of such nomination, together with any information reasonably requested by the Board to establish the eligibility of such Nominees to be so nominated. For the avoidance of doubt, if any officer or director of the Company, or any of their respective Affiliates, the Sponsor or any Sponsor Designee, holds shares of Common Stock, any such person shall not be permitted to take any action to select the nominee pursuant to this Section 3, and no such share shall be treated as issued or outstanding for purposes of making any determination pursuant to this Section 3. This Section 3, and any provision of the charter or the Bylaws of the Company referencing this Section 3, shall not be amended, altered, or repealed, whether by the Board or the stockholders of the Company, without first obtaining the approval (by vote or written consent) of the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Common Stock (other than shares of Common Stock held by any officer or director of the Company, or any of their respective Affiliates, the Sponsor or any Sponsor Designee) before the Conversion End Date.
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Special Board Provisions. If the Shelf Registration Statement has not become effective and if the Registrable Shares have not been listed on the New York Stock Exchange, the Nasdaq Global Market or any similar national securities exchange prior the Company’s 2018 annual shareholder meeting (which shareholder meeting shall be held no later than May 31, 2018), then immediately after such shareholder meeting, the Board shall take all necessary action to (i) expand the size of the Board of Directors by two (2) additional members, such that the Board of Directors will consist of seven individuals, and (ii) appoint two independent directors selected by the Holders holding a majority of the Registrable Shares to fill the newly created vacancies.
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Special Board Provisions. (a) Unless a Shelf Registration Statement registering the resale of the Registrable Shares has been declared effective by the Commission and the Registrable Shares have been listed for trading on a national securities exchange by May 31, 2019, (i) the Board of Directors shall take all necessary action to expand the size of the Board of Directors (the “Board Enlargement”) by such number of additional members such that the additional members constitute a majority of the enlarged Board of Directors, and (ii) the 2019 annual meeting of stockholders (the “Special 2019 Annual Meeting”) called in accordance with the Bylaws of the Company shall include as part of its agenda the election of such number of directors as there are then vacancies on the Board of Directors (the “Enlargement Vacancies”) due to the Board Enlargement (the “Special Agenda Item”); provided, however, that the requirement to effect the Board Enlargement and include the Special Agenda Item as part of the agenda for the Special 2019 Annual Meeting may be waived or deferred by the Company upon the Company’s receipt of the affirmative consent (at a duly called meeting or by written consent) of Holders of at least eighty percent (80%) of the outstanding Registrable Shares; provided, however, that Registrable Shares that are owned, directly or indirectly, by a director or an “executive officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be outstanding for this purpose. The Special 2019 Annual Meeting shall occur in no event later than July 31, 2019; provided, however, if prior to July 31, 2019 the Shelf Registration Statement is declared effective by the Commission and the Registrable Shares have been listed for trading on a national securities exchange, the Company shall not be required to effect the Board Enlargement and include the Special Agenda Item as part of the agenda for its 2019 Annual Meeting.
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Related to Special Board Provisions

  • Standard Provisions The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • REQUIRED PROVISIONS (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

  • Voting Provisions During the Standstill Period, each member of the Privet Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each member of the Privet Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at the 2017 Annual Meeting or at any adjournments or postponements thereof. Not later than five (5) business days prior to the 2017 Annual Meeting, each member of the Privet Group shall vote in accordance with this Section 2.2 and shall not revoke or change any such vote.

  • Power of Board of Trustees to Change Provisions Relating to Shares Notwithstanding any other provision of this Declaration of Trust to the contrary, and without limiting the power of the Board of Trustees to amend the Declaration of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Board of Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders and that Shareholder approval is not required by the 1940 Act or other applicable federal law. If Shares have been issued, Shareholder approval shall be required to adopt any amendments to this Declaration of Trust which would adversely affect to a material degree the rights and preferences of the Shares of any Series (or class) or to increase or decrease the par value of the Shares of any Series (or class).

  • Dividend Provisions (a) Each holder of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Common Stock Directors (as defined in the Certificate of Incorporation), out of funds legally available therefor, cash dividends on each share of Series B Preferred Stock at a rate equal to $12.00 per share per annum. All dividends shall be cumulative, whether or --------- not earned or declared, and shall accrue on a daily basis from the date of issuance of Series B Preferred Stock, and shall be payable annually in arrears on each Dividend Payment Date (as defined in paragraph B), commencing on the first Dividend Payment Date after the date of issuance of such Series B Preferred Stock. Each dividend on Series B Preferred Stock shall be payable to the holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. Dividends shall cease to accrue in respect of any shares of Series B Preferred Stock on the date such shares are converted to shares of Class B Common Stock or Series A Preferred Stock in accordance with paragraph A(5) hereof. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Common Stock Directors, there shall be no obligation to pay such dividends in cash; provided, however, -------- ------- that such dividends shall continue to cumulate until the time of conversion to Class B Common Stock or Series A Preferred Stock as provided herein if not earlier declared and paid. Accrued dividends on the Series B Preferred Stock if not paid on the first or any subsequent Dividend Payment Date following accrual shall thereafter accrue additional dividends ("Additional ---------- Dividends") in respect thereof compounded annually, at the rate of 12% per --------- annum.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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