Designation of Directors. The designees to the Board described above (each a “Designee”) shall be selected as follows:
Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees of the Company (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock options.
Designation of Directors. (a) From and after the Closing, each of the Stockholders shall vote its shares of Company Stock (to the extent entitled to vote), at each regular or special meeting of the stockholders of the Company called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of stockholders, and shall take all actions reasonably necessary, to ensure the election to the Board of the following individuals: (i) two (2) individuals (the "Windward Nominees") selected by the Windward Agent who may be affiliated with Windward; (ii) one (1) individual selected by the holders of a majority of the percentage interests (the "Majority WP Holders") in Windward/Park (the "Windward/Park Nominee"), provided, however, that in the event that at the -------- ------- end of any thirty consecutive day period in which the Majority WP Holders shall have failed to select the Windward/Park Nominee, then the Windward Agent shall select the Windward/Park Nominee to serve until such time as the Majority WP Holders shall select an individual to serve as the Windward/Park Nominee (at which time the individual appointed by the Windward Agent to serve as the Windward/Park Nominee shall resign and be replaced by the individual selected by the Majority WP Holders in accordance with Article II hereof); (iii) three (3) individuals (the "Independent Nominees") selected by the Windward Agent who shall not be employees of Windward; and (iv) three (3) individuals (the "Management Stockholder Nominees") selected by the Management Stockholders (or by the Management Stockholders and the Permitted Transferees of the Management Stockholders, if any, as the Management Stockholders and such Permitted Transferees may agree between or among themselves by the affirmative vote of the holders of a majority of the shares of Company Stock owned by such persons). To effectuate the provisions of this Section 2.2, the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record, and the Company shall not give effect to, any vote or consent contrary to, or inconsistent with, the terms of this Section 2.2. The Windward Nominees, the Windward/Park Nominee, the Independent Nominees and the Management Stockholder Nominees are sometimes collectively referred to herein as the "Nominees" and individually as a "Nominee." From and after the Closing, Majority ...
Designation of Directors. (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal.
Designation of Directors. Each of the Shareholders shall vote at any regular or special meeting of Shareholders such number of Shares as may be necessary, or in lieu of any such meeting, shall give such Shareholder’s written consent with respect to such number of Shares as may be necessary, to designate:
Designation of Directors. 3.1 On the Closing Date, the Designated Directors shall be as follows:
Designation of Directors. The Directors collectively shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable, including, without limitation, the following:
Designation of Directors. Subject to Sections 2.1.3, 2.1.5 and 2.1.6 and the Company Articles of Association, the following persons shall be elected to the Board:
Designation of Directors. Prior to a Cheniere Separation Event, (a) the Class A Members shall have the right to designate three (3) Directors (the “Class A Directors”), who shall initially be [—], [—] and [—], and (b) the Class B Members shall have the right to designate one (1) Director (the “Class B Director”), who shall initially be [—]. After a Cheniere Separation Event, the Class B Members shall have the right to designate all of the Directors.
Designation of Directors. The two (2) Chicago designees to the Company’s Board of Directors described above (each a “Chicago Designee”) shall be designated by Rxxxxx Chez, or his affiliates or designee (“Chicago Investor”). The one (1) New York designee to the Company’s Board of Directors described above (the “New York Designee”, and collectively with the Chicago Designees, the “Designees”) shall be designated by Axxxxx Xxxx or his designee (“New York Investor”). The one (1) Bxxxxxxx designee to the Company’s Board of Directors described above (the “Bxxxxxxx Designee”, and collectively with the Chicago Designees and the New York Designee, the “Designees”) shall be designated by Dxxxxxx X. Xxxxxxxx or his designee (“Bxxxxxxx”). Each Designee must be eligible under applicable law and regulations of Nasdaq and FINRA to serve on the Board, provided however, that the Designees shall not be required to be “independent” under Nasdaq Listing Rules.
