Selection of Directors. While this Agreement is in effect, the selection and nomination of Directors who are not interested persons of the Company shall be committed to the discretion of the Directors who are not interested persons of the Company.
Selection of Directors. (a) In any election of directors of the Company, each Stockholder shall vote such number of shares of Stock as may be necessary to elect as a director one individual nominated by the HITN (the "HITN Director"), but only if the HITN owns, in the aggregate, Stock representing at least 5% of the Voting Shares of the Company, it being understood that the initial HITN Director shall be Xxxx Xxxx Xxxxxxxxx.
Selection of Directors. Subject to the requirements set forth in Exhibit A, the Nominating and Governance Committee, with input from the Executive Chairman, other Board members or shareholders, is responsible for identifying and screening candidates for Board membership. The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur.
Selection of Directors. At the request of GTC, at the time of Closing, the directors of the Company selected by NWP shall resign and NWP shall select designees of GTC to be promptly elected to the board of NWP pursuant to the Pcomm Stock Agreement.
Selection of Directors. All seven of the initial members of the Company Board shall have been determined in accordance with the provisions of the Stockholders’ Agreement.”
Selection of Directors. Within 30 days after the execution of this Agreement by the Parties, each Party shall designate and appoint the representatives to serve as Directors on the Board. Each Party also shall appoint an alternate Director. For each Party, each representative shall be an existing board member to the legal entity party to this agreement. The alternate member shall also be an existing board member of the party. Alternates shall assume all rights of a Director representing the appointing entity and shall have the authority to act in the absence of a Director or in the event that a Director has a conflict of interest that precludes participation by the Director in any decision-making process of the Agency. Each Party shall give written notice to the Agency Secretary of the names of its Directors and alternate Director. The names of all directors and alternates shall be on file with the Board. Each of the Directors and alternate Directors shall hold office from the first meeting of the Board after the appointment of the Director or alternate Director until a successor is selected. Directors, alternate Directors and Participating Agency members shall serve at the pleasure of the governing body of their appointing Parties or Agency and may be removed at any time, with or without cause, at the sole discretion of such governing body.
Selection of Directors. Upon completion of the Merger, XDGI and its Company subsidiary shall have a seven person board of directors, of which the Principal shall be entitled to designate not less than four persons acceptable to her. The remaining three directors shall be Kent Rodriguez and two other independent directors within the meaning xx xxx Xxxxxxes Oxley Act of 2002, who shall be acceptable to XDOGS and its financial advisors.
Selection of Directors. Directors will be elected at the Annual Meeting of Shareholders for a one-year term, to serve until the next Annual Meeting of Shareholders and until his or her successor has been elected and qualified. If a Director is elected between Annual Meetings of Shareholders, such Director shall serve until the next Annual Meeting of Shareholders and until his or her successor has been elected and qualified. The Nominating and Corporate Governance Committee is responsible for recommending to the Board (a) nominees for Board membership to fill vacancies or newly created positions and (b) the persons to be nominated by the Board for election by shareholders at the Company’s Annual Meeting of Shareholders, subject to the nomination rights provided to certain persons pursuant to Section 5.6(A) of the Reclassification Agreement, dated as of June 20, 2023, by and among the Company and the Shareholders named therein (the “Reclassification Agreement”). The Nominating and Corporate Governance Committee and the Board also consider recommendations made by shareholders, including recommendations made pursuant to Section 5.6(A) of the Reclassification Agreement. The Nominating and Corporate Governance Committee shall periodically identify and evaluate director candidates, including director candidates recommended by shareholders, and establish the procedures which apply to shareholders who wish to submit director candidates for such consideration by the Nominating and Corporate Governance Committee. The Company shall disclose this process in accordance with applicable Securities and Exchange Commission (“SEC”) and NYSE rules. The Nominating and Corporate Governance Committee considers all potential candidates regardless of the source of the recommendation. The Board shall nominate for election or re-election as a director only candidates (including, for the avoidance of doubt, any director candidates nominated pursuant to the Reclassification Agreement) who have tendered in advance of such nomination an irrevocable conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next shareholders’ meeting at which they face re-election and (ii) the Board’s acceptance of such resignation; provided, that the irrevocable, conditional resignation of any director candidates nominated pursuant to the Reclassification Agreement will also include and be effective upon the occurrence of both (i) the triggering condition set forth in Sect...
Selection of Directors. The Company’s Board is divided into three classes of approximately equal size. The term of office for each class is staggered such that the term of office for one class expires each year. Each year, the shareholders of the Company elect directors to a three-year term for the class whose term is expiring by a plurality of the votes cast at the Company’s annual meeting of shareholders. The Nominating and Governance Committee screens and recommends director nominees to the Board, and the Board in turn recommends director nominees for election by the Company’s shareholders. The Nominating and Governance Committee considers qualified director candidates recommended by shareholders, provided such recommendations are made in compliance with the advance notice provisions of the Company’s bylaws and other applicable Securities and Exchange Commission rules and regulations. The criteria used by the Board and the Nominating and Governance Committee for the selection of directors are set forth in the charter of the Nominating and Governance Committee.
Selection of Directors. In connection with the implementation and continuation of the Plan, the Company hereby undertakes to commit the selection and nomination of Directors of the Company who are not Interested Persons to a committee comprised of such Directors who are not such Interested Persons.
