Additional Directors. Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.
Additional Directors. If at any time the aggregate of unpaid Definitive Dividends on the Company Preferred Securities or any Company Parity Preferred Securities equals or exceeds an amount equal to three semi-annual dividend payments, the holders of Company Preferred Securities and any Company Parity Preferred Securities, voting together as a single class, will have the exclusive right to elect two additional directors. Holders of a majority of Company Preferred Securities and Company Parity Preferred Securities may exercise this right by written consent or at a meeting of such holders called for such purpose. This meeting may be called at the request of any holder of Company Preferred Securities or Company Parity Preferred Securities. This right will continue either until all unpaid Definitive Dividends have been paid in full or until full dividends have been paid on the Company Preferred Securities for two consecutive dividend periods. While this right continues, any vacancy in the office of the additional directors may be filled only by the holders of Company Preferred Securities and Company Parity Preferred Securities voting as described above.
Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Xxxxx X’Xxxxxxx and Xxxx Xxxxxxx (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Xxxxxxx Xxxxxxxx to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall each become a director of Arbinet in accordance with the terms of this Agreement, Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Xxxxxxx Xxxxxxx Policy.
Additional Directors. Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
Additional Directors. Subject to the rights of holders of any series of Preferred Stock, for so long as any Designated Sponsor Fund has the right to designate at least one (1) director under this Agreement, without the consent of each Designated Sponsor Fund, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed eleven (11); provided, that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations.
Additional Directors. The Stockholders and NMS agree that, on or before December 10, 2008, the Board will (i) increase the size of the Board to eight (8) members and (ii)(A) appoint one (1) Stockholder Designee to the class of directors whose term shall expire at NMS’s 2009 annual meeting of stockholders (such person is referred to as the “2009 Stockholder Designee”) and (B) appoint one (1) Stockholder Designee to the class of directors whose term shall expire at NMS’s 2010 annual meeting of stockholders (such person is referred to as the “2010 Stockholder Designee”). At such time as a Stockholder Designee shall become a director of NMS in accordance with the terms of this Agreement, such Stockholder Designee shall agree in writing to be bound by the terms and conditions of NMS’s policies applicable to directors, including, without limitation, NMS’s Code of Conduct, Corporate Governance Guidelines and ixxxxxx xxxxxxx policy. The Stockholders and NMS further agree that the Board will appoint Jxxx Xxxxxx as Chief Executive Officer of NMS and as a director in the class of directors whose term shall expire at NMS’s 2011 annual meeting of stockholders upon the sooner of (i) January 1, 2009 or (ii) the closing of the Asset Sale.
Additional Directors. The directors of Amalco may, between annual meetings, appoint one or more additional directors of Amalco to serve until the next annual meeting of Amalco but the number of additional directors is not at any time to exceed 1/3 of the number of directors who held office at the expiration of the last annual general meeting of Amalco;
Additional Directors. Notwithstanding Articles 13.1 and 13.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article must not at any time exceed:
(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article. Any director so appointed ceases to hold office immediately before the election or appointment of directors under Article 14.1(a), but is eligible for election at the meeting or appointment by unanimous resolution contemplated under Article 14.1(a). If the appointment or election of such directors is made as an additional director, the number of directors is deemed increased accordingly.
Additional Directors. For so long as any Stockholder has the right to designate at least one director for nomination under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed seven; provided, that the number of directors may be increased if necessary to satisfy the minimum requirements of applicable laws and the listing requirements of the NYSE, as applicable, reasonably accounting for Independent Directors and required committee positions.
