Appointed Directors Sample Clauses

Appointed Directors. Each Person who, after the Company’s acceptance of subscriptions for the purchase of Class A Units in connection with the Company’s initial public offering of Class A Units, owns at least two million (2,000,000) Class A Units shall be entitled to appoint one natural person to serve as a Director on the Board of Directors for a period of three (3) consecutive three (3) year terms, for a total of nine (9) years. A Member who is entitled to appoint a Director under this section shall not be entitled to vote for the election of any other Directors for so long as such Member has appointed a Director.
Sample 1
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Appointed Directors. During the term of the Surplus Note or the 100% Quota Share Agreement, as described in the Affiliation Agreement, effective on or about April 1, 2011, Nodak Mutual Insurance Company shall appoint two-thirds (⅔) of the members of the Board of Directors (the “Appointed Directors”). In the event of a vacancy in the seat of one or more of the Appointed Directors, due to removal, resignation, death, disability, or termination of his/her appointment, Nodak Mutual Insurance Company shall have the right to appoint a replacement Appointed Director.
Sample 1
Appointed Directors. Up to Five (5) of the Directors shall be appointed pursuant to Section 5.4 of this Agreement. Each Director appointed pursuant to Section 5.4 of this Agreement shall be entitled to one (1) vote. All Directors will be required to execute a confidentiality agreement in form and substance reasonably satisfactory to the Company with and for the benefit of the Company prior to becoming a Director. Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.2 or the adoption of any provision inconsistent herewith shall require the affirmative vote of Farmers Energy and a majority of the remaining Membership Voting Interests.
Sample 1
Appointed Directors. Four (4) of the Directors of the Corporation shall be appointed to the Board by the Mayor and three (3) of the Directors of the Corporation shall be appointed to the Board by the President of City Council of the City (each, an “Appointed Director” and collectively, the “Appointed Directors”). Except where such designation is made by the appointing authority, the Board shall notify the relevant appointing authority of the terms of service of each Appointed Director, as determined pursuant to Article IV, Section 2. At the end of an Appointed Director’s term of service, the appointing authority shall either extend such Appointed Director’s term or appoint a new Director, in the appointing authority’s sole discretion; provided that such Appointed Director shall remain on the Board as an “Acting Director” (with all of the voting and other rights of a Director) until such time as the appointing authority reappoints or replaces such director. At all times, each Appointed Director shall have a duty (not inconsistent with his/her fiduciary duty) to report regularly on the activities of the Board to his/her appointing authority, including, at a minimum, a quarterly written report addressing the activities of WP with respect to bridging the digital divide.
Sample 1
Appointed Directors. In addition to the twelve (12) Directors elected within their respective Local League Organizations and subsequently appointed to the Board by the Parties, the Association’s Board shall have the authority to appoint three additional Directors, possessing specialized knowledge, skill and experience, who shall be responsible for supporting both the Representative Team and Local League programs in the following roles:
Sample 1
Appointed Directors 
Sample 1

Related to Appointed Directors

  • Interested Directors No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • 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.

  • 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.

  • 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.

  • The Board of Directors AGREES TO—

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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