Appointment of Stockholder Nominee Sample Clauses

Appointment of Stockholder Nominee. If the Company fails to meet the Operating Budget as set forth in the Year-End Report and the Stockholders continue to beneficially own at least 500,000 Shares as of the date of delivery of such Year-End Report (such number of Shares to be measured without effect of any stock split, reverse stock split or other recapitalization of the Company which may occur after the date hereof), then no later than January 10, 2011, the size of the Board shall be increased by one (1) director and the Board shall appoint Xxxxxx X. Kidston or another nominee of the Stockholders to fill such vacancy (the “Stockholder Nominee”). The Stockholder Nominee shall serve as a Class II director, to hold office until the Company’s 2012 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier resignation or removal. If the Stockholders wish to nominate someone other than Mr. Kidston to fill this director seat, then the Stockholder Representative shall provide written notice to the Company no later than December 15, 2010, which notice shall include the name and address of the potential nominee and information about such nominee substantially equivalent to that which would be required in a proxy statement pursuant to the Exchange Act and the rules and regulations promulgated by the SEC thereunder. The Nominating Committee of the Board shall have a reasonable opportunity to interview such director candidate prior to such appointment, and such director candidate shall not be appointed to the Board without the approval of the Nominating Committee, which approval shall not be unreasonably withheld, conditioned or delayed. As a condition to appointment to the Board, the Stockholder Nominee shall agree in writing to be bound by the terms and conditions of the Company’s policies applicable to directors generally, including, without limitation, the Company’s Code of Ethics and Xxxxxxx Xxxxxxx Policy.
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Related to Appointment of Stockholder Nominee

  • 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.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Resignation as Officer or Director Upon a termination of employment for any reason, Executive shall, resign each position (if any) that Executive then holds as an officer or director of the Company and any of its affiliates. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • List of Stockholders The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

  • 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.

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • 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 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.

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