Common use of Election and Term Clause in Contracts

Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.)

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Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate Certificate of incorporationIncorporation or a Stockholders’ Agreement, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are have been elected and qualified or until their earlier resignation or removal. Any director Director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation. Thereafter, directors Directors who are elected at an annual meeting of stockholders, and directors Directors who are elected in the interim to fill vacancies and newly created directorshipsDirectorships, shall hold office until the next annual meeting of stockholders and until their successors are have been elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law may otherwise require, in In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors Directors and/or for the removal of one or more directors Directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining directors Directors then in office, although less than a quorum, or by the sole remaining directorDirector.

Appears in 1 contract

Samples: Accretive Health, Inc.

Election and Term. The first Board of Directors, unless the ----------------- members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law may otherwise require, in In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: Sycamore Park Convalescent Hospital

Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hispanic Television Network Inc)

Election and Term. The first Board of Directors, unless the members thereof shall have xxxx been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: Share Exchange Agreement (China BCT Pharmacy Group, Inc.)

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Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate Certificate of incorporationIncorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporationCorporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law DGCL may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.)

Election and Term. The first Board of Directors, unless Directors at the members thereof shall have been named in time of the certificate adoption of incorporation, shall be elected by the incorporator or incorporators these Amended and Restated By-Laws shall hold office until the first annual meeting of stockholders following the adoption of these Amended and Restated By-Laws and until their successors are have been elected and qualified or until their earlier resignation or removal. Any director Director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation. Thereafter, directors Directors who are elected at an annual meeting of stockholders, and directors Directors who are elected in the interim to fill vacancies and newly created directorshipsDirectorships, shall hold office until the next annual meeting of stockholders and until their successors are have been elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law may otherwise require, in In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors Directors and/or for the removal of one or more directors Directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining directors Directors then in office, although less than a quorum, or by the sole remaining directorDirector.

Appears in 1 contract

Samples: Emcor Group Inc

Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate Certificate of incorporationIncorporation, shall be elected by the incorporator or incorporators and shall hold of office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the Private Corporations Law may otherwise require, in In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause with or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Appears in 1 contract

Samples: WMF Group LTD

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