Additional Unaffiliated Directors Sample Clauses

Additional Unaffiliated Directors. For so long as any Principal 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 ten; provided, that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations and applicable listing requirements.
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Additional Unaffiliated Directors. For so long as TPG has the right to designate at least one (1) 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 nine (9); provided, that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations.
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Additional Unaffiliated Directors. For so long as Platinum has the right to designate at least one (1) 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 (7); provided, that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations.
Sample 1Sample 2
Additional Unaffiliated Directors. For so long as the TPG Investor has the right to designate at least one (1) TPG Unaffiliated Director for nomination under this Agreement, the Company will take all Necessary Action within its control to ensure that the number of directors serving on the Board shall not exceed eight (8); provided, that (A) the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations and applicable listing requirements and (B) the number of directors serving on the Board may be increased to nine (9) by the vote of a majority of the directors of the Company then in office, which majority vote shall include the vote of at least one TPG Director.
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Additional Unaffiliated Directors. For so long as the Sponsors each have the right to designate at least one (1) director for nomination under this Agreement, the Company and the Sponsors will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (9) (or, after a majority of the directors vote to further expand the Board, eleven (11)) and shall be no fewer than five (5).
Sample 1Sample 2
Additional Unaffiliated Directors. For so long as any Principal Stockholder has the right to designate at least one (1) director for nomination under this Agreement, the Company will take all Necessary Action within its control to ensure that the number of directors serving on the Board shall not exceed nine (9); provided, that (A) the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations and applicable listing requirements and (B) the number of directors serving on the Board may be increased to up to eleven (11) for any reason; provided, that no individual appointed to fill an additional Board seat may be Affiliated with any Principal Stockholder other than as provided in Section 3.1(a) hereof.
Sample 1
Additional Unaffiliated Directors. (i) For so long as any Sponsor has the right to designate at least one (1) director for nomination under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board of Directors shall not exceed seven (7); provided that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations or the rights of holders of the Company’s preferred stock. (ii) For so long as Anchorage has the right to designate at least one (1) director for nomination under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board of Directors shall not exceed seven (7); provided that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations or the rights of holders of the Company’s preferred stock.
Sample 1
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Additional Unaffiliated Directors. For so long as TPG has the right to designate at least one (1) 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 eleven (11); provided, that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange requirements. 4. Except as otherwise provided herein, all terms, provisions, covenants, representations, warranties and conditions in the Stockholders Agreement shall remain unchanged and in full force and effect. 5. The corporate laws of the State of Delaware will govern all questions concerning the relative rights of the parties hereunder to the extent such laws are applicable. All other questions concerning the construction, validity and interpretation of this Amendment shall be governed and construed in accordance with the domestic laws of the State of New York. 6. From and after the date hereof, any reference to the Stockholders Agreement shall be deemed to be a reference to the Stockholders Agreement as amended hereby. 7. This Amendment may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.
Sample 1
Additional Unaffiliated Directors. For so long as PE Investor has the right to designate at least one (1) director for nomination under this Agreement, the Company will take all Necessary Action to (a) ensure that the number of directors serving on the Board shall not exceed nine (9); provided, that the number of directors may be increased if necessary to satisfy the requirements of Applicable Regulations; and (b) include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, such number of nominees to the Board, each of whom shall be Independent, as is equal to the result of (x) the then authorized number of directors comprising the Board, minus (y) the sum of (i) the number of PE Investor Nominees included in the slate of nominees recommended by the Board for election as directors, plus (ii) one (1), if there is then a Chairman Nominee included in such slate of nominees, plus (iii) one (1), if there is then a CEO Nominee included in such slate of nominees.
Sample 1

Related to Additional Unaffiliated Directors

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

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

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Initial Directors The first director of Amalco shall be the person whose name and residential address appear below: Xxxxxx Xxxx 0X Xxxxxxx Xxx Xxxxx 0000, Xxxxxxx, XX, X0X 0X0 The above directors will hold office from the Effective Date until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

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