Appointment and Elections Sample Clauses

Appointment and Elections. Upon consummation of the Merger, the Company’s Board of Directors shall have one Director, who shall be Xxxxx Xxxxxxxx. Immediately after consummation of the Merger, the Company’s Board of Directors shall be initially increased to a total of six (6) directors, consisting of (i) the Chief Executive Officer of the Company, (ii) one (1) individual designated by GE Equity (so long as GE Equity owns at least 5% of the outstanding Common Stock of the Company) and (iii) four (4) individuals designated by Carlyle. Effective immediately after consummation of the Merger, the initial Board of Directors of the Company shall consist of Xxxxxx X. Xxxxxxxxx, Xx., [GE Representative], Xxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxx, and [Xxxxxxx representative] (the “Initial Directors”). All Shareholders agree to vote or execute a written consent to effect the election of such Initial Directors to take office immediately upon the Closing Date. The size of the Board of Directors may be increased or decreased by the vote of a majority of the Board of Directors; provided that, so long as GE Equity owns as least 5% of the outstanding Common Stock, GE Equity shall have the right to designate one (1) director.
Sample 1
AutoNDA by SimpleDocs
Appointment and Elections. (a) Effective on the Closing Date, the Company's Board of Directors shall have seven directors, consisting of (i) the Chief Executive Officer of the Company, (ii) three individuals designated by Holding and (iii) three individuals designated by Carlyle. (b) Subject to Section 2.3, each Party agrees to vote all shares of Common Stock owned or held of record by such Party at each election of directors of the Company after the Closing Date to elect three designees of Holding, three designees of Carlyle and the Chief Executive Officer of the Company. In the event the Company, with a Board Super Majority Vote, desires to increase the number of authorized directors of the Company beyond the foregoing, any such increase shall be in at least multiples of two directors and Holding and Carlyle shall have the right to designate one director each for each two additional authorized directors and the Parties agree to vote their shares of Common Stock accordingly.
Sample 1

Related to Appointment and Elections

  • Appointment and Designation of Master Servicer The Purchaser hereby appoints and designates Aurora Loan Services, Inc. as its master servicer (the "Master Servicer") for the Mortgage Loans subject to this Agreement. The Company is hereby authorized and instructed to take any and all instructions with respect to servicing the Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder. The authorization and instruction set forth herein shall remain in effect until such time as the Company shall receive written instruction from the Purchaser that such authorization and instruction is terminated.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

  • Appointment and Services (a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement. (b) The Trust appoints the Administrator to provide the fund accounting services set out in Appendix B to this Agreement (the “Fund Accounting Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Fund Accounting Services for the compensation set out in this Agreement.

  • Appointment of the Transfer Agent The Company hereby appoints the Transfer Agent, as transfer agent for its shares and as shareholder servicing agent for the Company, and the Transfer Agent accepts such appointment and agrees to perform the duties set forth below.

  • Appointment to Fill Vacancy in Office of Trustee The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

  • Appointment to Fill a Vacancy in Office of Trustee The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!