Allocation of Directors’ Compensation Sample Clauses

Allocation of Directors’ Compensation. Xxxxxxx Controls shall be responsible for the payment of any fees for service on the Xxxxxxx Controls Board that are earned at, before, or after the Effective Time, and Adient shall not have any responsibility for any such payments. With respect to any Adient non-employee director, Adient shall be responsible for the payment of any fees for service on the Adient Board that are earned at any time after the Effective Time and Xxxxxxx Controls shall not have any responsibility for any such payments. Notwithstanding the foregoing, Adient shall commence paying quarterly cash retainers to Adient non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Xxxxxxx Controls has already paid such quarter’s cash retainers to Xxxxxxx Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Adient shall pay Xxxxxxx Controls an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Adient after the Distribution Date, and (ii) if Xxxxxxx Controls has not yet paid such quarter’s cash retainers to Xxxxxxx Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Xxxxxxx Controls shall pay Adient an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Xxxxxxx Controls on and prior to the Distribution Date.
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Allocation of Directors’ Compensation. Pentair shall be responsible for the payment of any fees for service on the Pentair Board that are earned at, before, or after the Effective Time, and nVent shall not have any responsibility for any such payments. With respect to any nVent non-employee director, nVent shall be responsible for the payment of any fees for service on the nVent Board that are earned at any time after the Effective Time and Pentair shall not have any responsibility for any such payments.
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Allocation of Directors’ Compensation. Autoliv shall be responsible for the payment of any fees for service on the Autoliv Board that are earned at, before, or after the Effective Time, and Veoneer shall not have any responsibility for any such payments. With respect to any Veoneer non- employee director, Veoneer shall be responsible for the payment of any fees for service on the Veoneer Board that are earned at any time after the Effective Time and Autoliv shall not have any responsibility for any such payments. Notwithstanding the foregoing, Veoneer shall commence paying quarterly cash retainers to Veoneer non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Autoliv has already paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Veoneer shall pay Autoliv an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Veoneer after the Distribution Date, and (ii) if Autoliv has not yet paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Autoliv shall pay Veoneer an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Autoliv on and prior to the Distribution Date. The Parties recognize and agree that any Autoliv Awards held by a Veoneer non-employee director or a Transferred Director shall be adjusted under Section 4.02.
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Allocation of Directors’ Compensation. OSG shall be responsible for the payment of any fees for service on the OSG Board that are earned at, before, or after the Effective Time, and INSW shall not have any responsibility for any such payments. With respect to any INSW nonemployee director, INSW shall be responsible for the payment of any fees for service on the INSW Board that are earned at any time after the Effective Time and OSG shall not have any responsibility for any such payments. OSG Awards held by nonemployee directors as of immediately prior to the Effective Time shall be treated as described in Section 4.02.
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Related to Allocation of Directors’ Compensation

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Compensation of Directors; Expenses The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

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