Industry Directors Sample Clauses

Industry Directors. Each of the categories of members described:
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Industry Directors. At any annual or special meeting called, or in connection with any other action (including the execution of written consents) taken for the purpose of electing directors to the Board, each of the Stockholders agrees, whether or not cumulative voting is in effect, to vote (or to act with respect to) such Stockholder’s Voting Shares in a manner that would cause the nomination and election of up to three (3) members of the Board designated jointly by a majority of the Preferred Directors (including at least one Series C Director) and the CEO Director, (the “Industry Directors”), each of whom shall be an industry expert who is not an employee or officer of the Company or any of the Investors or a partner or director of, or affiliated with, any of the Investors (except that Xxxxxx Xxxxxx and Xxxxx Xxxxx each may serve as an Industry Director, subject to the provisions hereof) who initially shall be Xxxxxx Xxxxxx and Xxxxx Xxxxx (who is acting as a director of the Company at the request and as a representative, but not as a designee, of Xxxxxxxxx Venture Partners III, L.P. together with its affiliates (“LVP”)) and the remaining Industry Director shall initially be vacant. Each Industry Director shall be elected for a term of one (1) year (each such term, an “Industry Director Term”); provided, however, that the Industry Director Term for Xxxxx Xxxxx shall be two (2) years (the “Woody Director Term”) following which Xxxxx Xxxxx shall cease to be a director of the Company and the size of the Board shall be decreased by one (1) member from its then existing size. Upon the expiration of an Industry Director Term, unless a majority of the Board, including at least one Series C Director, approves the re-election of the then-serving Industry Director for an additional Industry Director Term within thirty (30) days, the Industry Director shall cease to be a director of the Company and a majority of the Preferred Directors, including at least one Series C Director, and the CEO Director shall appoint a new individual (in accordance with the Company’s Restated Certificate and Bylaws) to serve as an Industry Director.
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Industry Directors. Any Industry Director may be removed during his or her term of office, with or without cause, by and only by the affirmative vote of a majority of the members of the Board of Directors (which majority shall include at least two of the Investor Directors) or by the affirmative vote or written consent of the holders of a majority of the outstanding shares of the Series A Stock, Series B Stock and Series C Stock voting together as a single class. Any vacancy in an office of an Industry Director shall be filled by a person designated by the President of the Company in consultation with the senior management of the Company and approved by the Series B Director, such approval not to be unreasonably withheld or delayed, and each of the Stockholders agrees to, and shall, vote all of its shares of capital stock in favor of such person.
Sample 1

Related to Industry 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.

  • 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.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

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

  • The Board of Directors AGREES TO—

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • 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.

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