Common Director Sample Clauses

Common Director. On all matters relating to the election of the class of directors designated in the Certificate as being elected only by the holders of Common Stock, the Investors holding Common Stock shall Vote all of their respective Voting Securities so as to elect one (1) director who shall be the Corporation’s then-current Chief Executive Officer (the “Common Director”). The Common Director initially shall be Xxx Xxxxx.
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Common Director. One (1) designee of the holders of a majority of the outstanding Common Stock held by the Founders (initially to be Xxxx Xxxxxx); provided, however, that in the event the Common Director designated pursuant to this subsection (b) is not Xxxx Xxxxxx, then the Founders right to designate a member of the Company’s Board of Directors pursuant to this subsection (b) shall terminate and be of no further force or effect.
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Common Director. VB and the Large Holders agree that neither VB nor any of the Large Holders will vote any Corporation stock in favor of the election of any person as the Swing Director (as defined in the Series A Certificate of Designation) except a person who has substantial beverage industry experience and connections, is not affiliated with VB or any of its managers or portfolio companies (provided, that from and after the time that Kona I Holdings LLC and/or its affiliates purchases $2.0 million of additional Series A Preferred Stock from the Corporation during the 2018 calendar year (i.e., in addition to shares of Series A Preferred Stock purchased on the Purchase Date), pursuant to the exercise of “Pre-Wired Warrants #1,” then it would be permissible for the Swing Director to be a person affiliated with VB or any of its managers or portfolio companies so long as such person meets the other qualifications set forth ion this Section 3), and is not affiliated with the Corporation (but for such directorship) or any of its officers or directors or with any of the Large Holders, is (and continues to be) recommended by a majority of the current Directors, is reasonably acceptable to VB and is reasonably acceptable to a majority in interest of the Large Holders. VB and the Large Holders agree not to vote any of their Corporation stock in favor of the removal of any person elected to the Swing Director seat who possesses all of such characteristics. In addition, VB and the Large Holders agree to vote all their Corporation stock in favor of the removal of any person elected to the Swing Director seat (e.g., by the votes of Corporation shareholders other than VB and the Large Holders) who lacks any of such characteristics.
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Common Director. One representative designated by the holders of a majority of the outstanding shares of Common Stock, who shall be Chief Executive Officer of the Company, who initially shall be X. Xxxxxx Xxxxxxxxxx;
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Common Director. The holders of a majority of the Common Stock, voting separately as a single class, shall be entitled to designate one (1) director (the “Common Director”), who shall initially be Xxxxxx Xxxxxx. If, for any reason, Xxxxxx Xxxxxx shall be unable to serve on the Board, then each of the Stockholders shall promptly vote their respective Shares (i) to remove him from the Board if he has not resigned from such position and (ii) to elect the Chief Executive Officer of the Company (or, if there is no Chief Executive Officer designated, the President of the Company) as the new Common Director.
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Common Director. The Common Director shall serve until his successor is elected and qualified or until his earlier resignation or removal. The Common Director may be removed during his term of office, with or without cause, only upon his or her resignation or removal from the position of CEO. Any vacancy in the seat elected pursuant to Section 2.2(d) above shall be filled by the individual then serving as the CEO; provided that if the CEO position is vacant, the holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the issued and outstanding shares of Common Stock and Special Voting Stock (but excluding for the purposes of determining such majority during the period that there are outstanding at least 7,051,373 shares of Preferred Stock, any Conversion Shares), voting as a separate class, or by the written consent of holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the issued and outstanding Common Stock and Special Voting Stock shall elect an individual to fill such seat provided that a condition to the appointment of such non-CEO candidate (and of any obligation to vote for such candidate) shall be that such individual agree in writing to resign upon the appointment of a CEO of the Company.
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Common Director. (i) In the event that the Common Director is no longer the Company’s Chief Executive Officer, a majority of the other members of the board of directors, excluding the Common Director, may demand that the Common Director resign from the board of directors (a “Demand Resignation”). In the event the Common Director does not resign within five (5) days of a Resignation Demand, the Voting Parties shall immediately call a meeting or act by written consent and shall vote all Shares then held by them in favor of the immediate removal of the Common Director from the board of directors, which removal shall occur no later than fifteen (15) days after such Resignation Demand.
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Common Director. One director (the “Common Director”) from time to time shall be designated and elected by the holders of a majority of the outstanding Common Stock, which shall initially be Xxxx Xxxxxxx.
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Common Director. At each election of or action by written consent to elect directors in which the holders of Common Stock, voting as a separate class, are entitled to elect one (1) member of the Board of Directors (the “Common Director” and, together with the Preferred Stock Directors, the “Designated Directors”), the parties hereto shall vote all of their respective shares of Preferred Stock and Common Stock so as to elect the individual designated by the holders of a majority of the issued and outstanding shares of Common Stock to serve as the Common Director, which individual shall initially be Xxxxxxxx Xxxxx. Any vote taken to remove from office any director elected pursuant to this Section 6.1(d), or to fill any vacancy caused by the resignation, death or removal of a director elected pursuant to this Section 6.1(d), shall also be subject to the provisions of this Section 6.1(d). Upon the request of any party entitled to designate a director as provided in this Section 6.1(d), each party hereto agrees to vote its shares of Preferred Stock and Common Stock for the removal of such director.
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Related to Common Director

  • Director An Approved User who is generally a senior IT official of the Requester with the necessary expertise and authority to affirm the IT capacities at the Requester. The IT Director is expected to have the authority and capacity to ensure that the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy and the Requester’s IT security requirements and policies are followed by all of the Requester’s Approved Users.

  • 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.

  • Board Nominees (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts to cause the election of each Second City Nominee designated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Second City Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • 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.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

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