APPOINTMENT OF BOARD OF DIRECTORS Sample Clauses

APPOINTMENT OF BOARD OF DIRECTORS. The Members shall appoint a Board of Directors as follows:
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APPOINTMENT OF BOARD OF DIRECTORS. Within ten (10) days following the Closing, Lime shall use its best efforts to cause Xxxxxxxxxxx X. Xxxxx to be appointed as a director of Lime. Unless otherwise notified by Xxxxxxx X. Xxxxxxx, for so long as Xxxxxxx X. Xxxxxxx shall own any of the capital stock of Lime, Lime shall use its best efforts to cause Xx. Xxxxx to be nominated as a director for each election of directors, unless Xx. Xxxxx shall have resigned or been removed in accordance with Delaware law.
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APPOINTMENT OF BOARD OF DIRECTORS. Effective as of the Closing, (i) the Board of Directors of the Seller shall have increased the size of the Board from three to four members, (ii) one current Board member, to be identified by the Seller, and subject to approval by Buyer, shall have resigned, and (iii) the remaining Board members shall have nominated and appointed as new directors to the Board effective as of the Closing two persons designated by Buyer.
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APPOINTMENT OF BOARD OF DIRECTORS. (a) The initial Board of Directors shall consist of five (5) Directors who shall be appointed as follows:
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APPOINTMENT OF BOARD OF DIRECTORS. On the Closing Date, Xxxxx Xxxxxxx shall be appointed to the board of directors of 7th Level. 7th Level acting through its board of directors, subject to its fiduciary duty and in accordance with its charter and by-laws and applicable law, shall (i) (A) if there is no vacancy, increase the size of its board of directors by one (1), (B) elect Xxxxx Xxxxxxx to the board of directors to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders, and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which 7th Level's management or board of directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) to be elected to the board of directors. Notwithstanding any provision hereof, the rights of Xxxxx Xxxxxxx set forth in this Section 6.04 shall only apply so long as he serves as an Executive Vice President of 7th Level.
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APPOINTMENT OF BOARD OF DIRECTORS. Each of the Company Appointees shall have been duly appointed to the board of directors of Parent effective as of the Effective Time.
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APPOINTMENT OF BOARD OF DIRECTORS. On the Closing Date, Xxxxxxx Xxxx shall have the right to appoint three (3) persons to the board of directors of 7th Level. 7th Level acting through its board of directors, subject to its fiduciary duty and in accordance with its charter and by-laws and applicable law, shall (i) (A) increase the size of its board of directors by three (3), (B) elect the designees of Xxxxxxx Xxxx to the board of directors to the newly created directorships to hold office until their respective successors are elected at a special or annual meeting of the stockholders, and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which 7th Level's management or board of directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the persons referenced in the preceding clause (B) to be elected to the board of directors. In the event the directors elected pursuant to this Section 6.09 shall cease to serve as directors for any reason, 7th Level shall cause (subject to its fiduciary duty and the provisions of its charter and by-laws and applicable law) the vacancies resulting thereby to be filled as promptly as practicable by persons selected by Xxxxxxx Xxxx. Notwithstanding any provision hereof, if at any time after the Closing Date Xxxxxxx Xxxx beneficially owns less than 1/3 of the shares of 7th Level Common Stock received by him in connection with the Merger (and assuming for such purposes, the conversion of all Series D Stock into 7th Level Common Stock), then his right shall be limited to appoint two (2) directors, and if at any time after the Closing Date Xxxxxxx Xxxx beneficially owns less than 1/3 of the shares of 7th Level Common Stock received by him in connection with the Merger (and assuming for such purposes, the conversion of all Series D Stock into 7th Level Common Stock), then his right shall be limited to having himself appointed to the board of directors so long as he serves as Chief Executive Officer of 7th Level.
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APPOINTMENT OF BOARD OF DIRECTORS. After the Closing the Purchaser shall be authorized to nominate and appoint, at all times hereafter, that number of members to the Company’s Board of Directors which is equal to at least Fifty (50%) Percent of the Members of the Company’s Board of Directors. Initially, Purchaser shall be entitled to appoint three (3) of five (5) members of the Company’s Board of Directors, to hold office until a successor is duly elected in accordance with the terms of the Company’s By-laws. The Company shall consult with the Purchaser and advise Purchaser prior to entering into any material business ventures or contracts relating to the Company’s business activities.
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APPOINTMENT OF BOARD OF DIRECTORS 
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Related to APPOINTMENT OF BOARD OF DIRECTORS

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Composition of Board of Directors (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

  • Appointment of Director 18 Section 7.10

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of 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.

  • 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.

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