Director Election. 26 Section 6.02. HSNi Director Appointment......... 26
Director Election. Prior to the Closing, the ----------------- Stockholder shall use all reasonable efforts to cause the directors of the Company and the Company to exercise all authority under applicable law (including, without limitation, if required, preparing, filing and mailing to the Company's stockholders an information statement (the "Company Information Statement") in accordance with Rule 14f-1 under ----------------------------- the Exchange Act) so that, effective upon the Closing, the Board of Directors of the Company shall consist of up to a majority of persons designated by HSNi (the precise number of which shall be determined by HSNi). Such designees shall be reasonably satisfactory to the Company's directors in the exercise of their fiduciary duties to the Company's stockholders. HSNi shall cooperate with the Company and shall provide to the Company the information required to be contained in the Company Information Statement, to the extent the Company Information Statement is required under the Exchange Act, concerning the persons proposed by HSNi to serve as Company directors.
Director Election. Election of directors need not be by written ballot unless the Bylaws shall so provide.
Director Election. After the Closing, Parent agrees that it will exercise reasonable best efforts to cause the Company's Board of Directors to elect at least such number of directors as necessary to comply with the Company's Certificate of Incorporation, as amended, and that at least two members of the Board of Directors of the Company designated by Parent shall be independent directors as defined under the rules for inclusion of the Company's Common Stock on the Nasdaq National Market.
Director Election. Xxxxxxxx Xxxxxxx, in his capacity as a member of the Company’s Board of Directors, agrees to recuse himself from deliberation and voting with regard to the appointment of a fifth director in the event the board determines to expand the size of the board following the 2011 Meeting. Such agreement by Xx. Xxxxxxx shall terminate on March 15, 2012.
Director Election. X. Xxxxxxx XxXxxx, as the nominee of the Investors, shall have been elected as a director of the Company (together with any subsequent nominee of the Investors, the "Investors' Nominee") and the Company shall have entered into an Indemnification Agreement with the Investors' Nominee in the form attached hereto as Exhibit D.
Director Election. The election of directors shall be held during the Annual Meeting or, at the discretion of the Board of Directors, by any other means permitted under applicable law. Each Active Member of this Association shall be entitled to one vote only, and the candidate or candidates who shall receive the most votes shall be elected.
Director Election. In the director election, the seven nominees for the WMIH board of directors receiving the highest number of affirmative votes cast at the meeting, in person or by proxy, will be elected as directors because directors are elected by a plurality of the votes cast.
Director Election. 29 5.7 Section 14(f) Information ........................................ 29
Director Election. The Board shall consist of individuals appointed or elected under this Section (“Directors”) who are the “managers” of the Company for all purposes under the Act. At least nine (9) Directors shall be elected by the Members. The Board by resolution may establish additional Directors to be elected by the Members. Directors to be elected by the Members shall be elected at the times, in the manner, and for the terms as prescribed by this Agreement. The initial Directors comprising the initial Board, who shall serve in the manner and as prescribed by this Agreement consists of the individuals, terms, and classification as provided in the Board attached as Appendix D and incorporated as part of this Agreement. The Board may adopt written procedures for determining the qualification and nomination of Directors. The Board, without Member approval, shall amend Appendix D to comply with any change in Directors. For purposes of this Agreement, the initial Directors in Appendix D shall be deemed to have been elected by the Class A Members.
