Appointment of Director. The Company, subject to the requisite prior-approval of the Board of Directors, hereby:
(a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth;
(b) appoints the Director to the Board of Directors of the Company; and
(c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.
Appointment of Director. The Issuer hereby covenants and agrees from the date hereof until June 30, 2003, it shall exert its best efforts (including, without limitation, the solicitation of proxies), to cause the election of the designee of the Subscriber to the Issuer's Board of Directors. Any vote taken to fill any vacancy created by the resignation, death or removal of such designee or the expiration of the term of such designee, shall also be subject to the provisions of this Section 5.2. Additionally, at the written request of the Subscriber, Issuer shall exert its best efforts (including the solicitation of proxies) to cause the removal of such designee at the next stockholders meeting for which the Issuer's proxy statement is filed after the Issuer's receipt of such notice.
Appointment of Director. Xxxxx Xxxxxxx is hereby designated as the Director of the Company until his successor has been duly appointed and qualified, or until his earlier death, resignation or removal in accordance with the terms and conditions of this Agreement.
Appointment of Director. The Company hereby appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.
Appointment of Director. GBB agrees to take all necessary action, including, if necessary, increasing the authorized number of it directors, to appoint as contemplated by Section 2.6 hereof one member of Coast's Board of Directors to the Board of Directors of GBB effective at Effective Time of the Merger, or as soon thereafter as practicable.
Appointment of Director. Upon the request of the Purchaser, the Company will appoint an individual designated by the Purchaser (“Designated Director”) to serve as a director of the Company’s Board of Directors (the “Board”), and, if necessary, will expand the size of the Board to accommodate such new member. Such new member shall participate in the affairs of the Company as a director pursuant to the powers granted in the Company’s Organizational Documents.
Appointment of Director. 18 Section 7.10
Appointment of Director. Not later than the effective time of the SpinOff, the Company shall take all necessary actions to appoint the Investor Director as a director of SpinCo, which appointment will be effective immediately following the distribution of the outstanding shares of SpinCo Common Stock to the Company’s stockholders.
(i) If at any time prior to the effective time of the SpinOff Investor’s aggregate ownership of Company Common Stock decreases to less than eight percent (8.0%) of the then-outstanding Company Common Stock (other than as the result of a share issuance or similar Company action that increases the number of outstanding shares of Company Common Stock (other than ordinary course compensatory equity issuances to management), in which event the eight percent (8.0%) threshold shall be correspondingly reduced to give effect to such share issuance), then this Agreement shall be null and void ab initio and there shall be no obligation on the Company to appoint the Investor Director as a director of SpinCo.
(ii) If the Investor Director is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as defined herein), and at such time Investor has aggregate ownership of at least eight percent (8.0%) of the then-outstanding SpinCo Common Stock (the “Minimum Ownership Threshold”) (other than as the result of a share issuance or similar SpinCo action that increases the number of outstanding shares of SpinCo Common Stock (other than ordinary course compensatory equity issuances to management), in which event the Minimum Ownership Threshold shall be correspondingly reduced to give effect to such share issuance), Investor shall have the ability to recommend a substitute director in accordance with this Section 1(a)(ii) (any such replacement nominee shall be referred to as the “Investor Replacement Director”). Any Investor Replacement Director recommended by Investor shall be required to (i) qualify as “independent” pursuant to the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards of any exchange on which the securities of SpinCo are listed and (ii) satisfy the guidelines and policies with respect to service on the SpinCo Board applicable to all non-management directors. The SpinCo Board, after taking into account the relevant financial and business experience of the proposed Investor Replacement Director, shall promptly (and in no case later than...
Appointment of Director. If an Event of Default shall have occurred and be continuing the Company and Holdings shall provide Purchaser with the right to appoint in its sole discretion one additional director to the Board of Directors of each of the Company and Holdings, which additional director shall serve as such only for so long as an Event of Default shall continue; provided that such right shall terminate at such time as Purchaser is no longer the holder of at least 50% of the aggregate outstanding principal amount of the Notes.
Appointment of Director. Carbonics’ Board of Directors shall, prior to their resignation pursuant to Section 6.5(a) above and prior to the Closing, take all actions necessary to properly appoint Xxxxxxx Xxxxxxxxx to the Board of Directors of Carbonics.
