Representation on the Board of Directors. It is agreed that the City of Xxxx will be guaranteed three representatives on the AEDC Board of Directors (two City Council members appointed by the Mayor, and the City Manager). Furthermore, the City Manager will be guaranteed membership on the Executive Committee of the Board of Directors.
Representation on the Board of Directors. The holders of the Convertible Preference Shares shall together be entitled by notice in writing to the Company to appoint (and remove) seven (7) Persons to the Board of Directors.
Representation on the Board of Directors. Subject to the terms ---------------------------------------- and conditions of this Section 10, and provided that the Chase Entities own at least ten percent (10%) of the outstanding Common Stock of the Company, at each annual or special meeting of stockholders of Company, or in any written consent executed in lieu of a stockholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Company, each of the FS Entities and the Chase Entities agrees to exercise, or cause to be exercised, voting rights with respect to Voting Securities then owned or held of record by such entity in such a manner that a candidate designated by a majority vote of the shares of Common Stock held by the Chase Entities (the "Majority Chase Entities") shall be elected to fill and continue to hold one of the positions on the Board of Directors of the Company. If at any time from and after the date hereof, the Majority Chase Entities shall notify the FS Entities of their desire to remove any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company, each of the FS Entities agrees to exercise or cause to be exercised voting rights with respect to Voting Securities owned or held of record by such entity so as to remove such director of the Company. If at any time from and after the date hereof, any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company ceases to be a director (whether by reason of death, resignation, removal or otherwise), the Majority Chase Entities shall be entitled to designate a successor director to fill the vacancy created thereby, and each of the FS Entities agrees to exercise its voting rights with respect to Voting Securities owned or held of record by such entity so as to elect such designee as a director of Company. The Majority Chase Entities may not assign their rights pursuant to this Section 10 and such rights will terminate if the Majority Chase Entities hold less than ten percent (10%) of the Company's outstanding Common Stock.
Representation on the Board of Directors. (a) The Company shall cause the Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above.
Representation on the Board of Directors. The Company and the principal shareholders of the Company shall use their best efforts to cause to be elected to the Company's Board of Directors one person acceptable to the Company and who is designated, from time to time, by the Placement Agent on behalf of the Subscribers. The Company shall reimburse such representative for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Company's Board of Directors. The Placement Agent's right to designate a representative on the Company's Board of Directors shall terminate two (2) years after the initial closing of the Offering.
Representation on the Board of Directors. (a) For so long as ECO owns, in the aggregate, at least 3% of the outstanding shares of common stock of H Power, ECO shall be entitled to designate one director on the management slate of nominees to H Power's Board of Directors (the "ECO Designee"). At least 90 days prior to each annual meeting of stockholders at which an ECO Designee will stand for election, ECO shall provide written notice to H Power indicating the ECO Designee to be nominated by ECO at such annual meeting, and such notice shall set forth as to such person proposed for nomination all information relating to such persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected).
Representation on the Board of Directors. The investors in this Offering shall have the right, for a period from the initial Closing through December 31, 2001, to designate up to three (3) persons reasonably acceptable to the Company to be members of the Board of Directors of the Company, including two (2) persons designated by Xxxxxxx X. Xxxxxx (including himself) and one (1) person designated by C. Xxxxxxx Xxxxx. The Company shall cause such number of directors currently serving on the Board of Directors to resign as directors on or reasonably promptly after the initial Closing of the Offering in order for the investors' designees to fill their vacancies. The Board of Directors shall consist of not more than seven (7) directors, except as otherwise required by the Restated Certificate of Incorporation of the Company. In addition, until the earlier of December 31, 2001 or Winfield Capital Corp. ("Winfield") is no longer a holder of any of the Company's securities, one (1) representative of Winfield, as a non-voting "visitor," shall have the right to receive notice of and to attend (at his or her own expense) all regular and special meetings of the Board of Directors (whether the meeting is held in person or by means of conference telephone or similar communications equipment), subject to such representative entering into a non-disclosure agreement in form customary for such situations. The Company agrees that it shall hold "in person" directors' meetings no less frequently than quarterly. The Company agrees to indemnify and hold the investors' designees harmless against any and all claims, actions, awards and judgments arising solely out of the attendance and participation by them at any such meetings described herein, in accordance with the Company's Restated Certificate of Incorporation and By-laws or as otherwise accorded to other directors of the Company. In the event the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it agrees, if possible, to include the investors' designees as insured under such policy.
Representation on the Board of Directors. (a) The Board. Subject to the terms and conditions of this --------- Section 9, (i) at each annual or special meeting of shareholders of Holding or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Holding, the FS Entities agree to exercise, or cause to be exercised, voting rights with respect to the shares of Holding then held of record or beneficially owned by them in such a manner that Investor shall be elected to the Board of Directors of Holding, and (ii) at each annual or special meeting of shareholders of the Company or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of the Company, Holding agrees to exercise, or cause to be exercised, voting rights with respect to the shares of the Company then held of record or beneficially owned by Holding in such a manner that Investor shall be elected to the Board of Directors of the Company. If necessary, the Boards of Holding and the Company shall elect such additional independent members, if any, as may be required under applicable law or stock exchange requirements or by the National Association of Securities Dealers or underwriters in connection with the Initial Public Offering, and Holding and Investor shall each take all actions necessary in connection therewith.
Representation on the Board of Directors. 15. For a period of not less than five (5) years from the execution of this Agreement, EXTREME, the surviving entity will recommend and use its best efforts to appoint or elect (as the case may be) a designee of EXTREME, reasonably acceptable to THE COMPANY, as nonvoting advisor to, or as a member of its Board of Directors. Such designee or member shall attend meetings of the Board and receive no more or less compensation than is paid to other non-management directors of THE COMPANY and shall be entitled to receive reimbursement for all reasonable expenses incurred in attending such meetings including, but not limited to, meals, lodging and transportation. To the extent permitted by law, THE COMPANY will agree to indemnify EXTREME and its designee for the actions of such designee as advisor to or director of THE COMPANY. In the event, EXTREME, the surviving company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it will agree, if possible, to include each of EXTREME and its designee as an insured under such policy. If EXTREME does not exercise its option to designate an advisor or member of the Company's Board of Directors, EXTREME shall nevertheless have the right to send a representative (who need not be the same individual from meeting to meeting, although EXTREME shall endeavor to send the same representative to each meeting) to observe each meeting of the Board of Directors. The Company agrees to give EXTREME notice of each such meeting not later than it gives such notice and provides such items to the directors.
Representation on the Board of Directors. (a) The Company shall use commercially reasonable efforts to cause to be elected to the Company's Board of Directors, effective as of the Closing, one person (the "FEL Director")
