Board Proposal definition
Examples of Board Proposal in a sentence
Each director in office as of the Effective Time shall be allocated to a Voting Constituency Class and (in the event the Staggered Board Proposal is adopted) a Term of Office Class in accordance with the applicable provisions of the Surviving Corporation Certificate of Incorporation.
The Voting Constituency Class and (in the event the Staggered Board Proposal is adopted) the Term of Office Class to which each director is to be allocated shall be set forth in the Proxy Statement (as hereinafter defined) at the time it is mailed to the stockholders of the Company.
If such 2016 Declassified Board Proposal receives the requisite number of votes to effect such action, the directors elected at the 2016 Annual Meeting will serve a one-year term expiring at the Company’s annual meeting of stockholders in 2017, and the directors elected or appointed prior to the 2016 Annual Meeting will finish their respective terms.
If the Supermajority Voting Proposal receives a majority of the votes cast at the 2015 Annual Meeting with respect to such proposal, then, at the 2016 Annual Meeting, the Board shall present to the Company’s stockholders, and shall recommend that the Company’s stockholders vote in favor of, amendments to the Charter and the Bylaws to eliminate any Supermajority Voting Provision in the Charter and the Bylaws (collectively, with the 2016 Declassified Board Proposal, the “2016 Proposals”).
If the Board Proposal is approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Parent shall appoint D▇▇▇▇▇ ▇.
If such proposal carries at the 2018 Annual Meeting, the Company shall promptly cause the Certificate of Incorporation to be amended and take all other necessary actions so that the Board is no longer classified pursuant to the terms of the Classified Board Proposal.
If the Board Proposal is not approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, S▇▇▇▇▇▇ ▇.
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or 5 Note: To be inserted if Classified Board Proposal is approved at the Partnership Unitholder Meeting.
If the Board Proposal is approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Parent shall appoint ▇▇▇▇▇▇ ▇.
If the Unitholders approve the Classified Board Proposal, the certificate of incorporation of the Company shall be amended and restated as set forth in Exhibit A and will include the language in brackets that is identified as language to be used for a classified board and the bylaws of the Company shall be amended and restated as set forth in Exhibit B and will include the language in brackets that is identified as language to be used for a classified board, in each case, prior to the Effective Time.