Board Number; Board Nomination Sample Clauses

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, two (2) directors, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two individuals identified in advance by the Xxxxxxx Xxxxxx Funds. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, one (1) director, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Funds (any such individuals identified pursuant to Section 2(a) or Section 2(b) hereof, the “Xxxxxxx Xxxxxx Nominees”). (c) In the event that the Xxxxxxx Xxxxxx Funds have nominated less than the total number of designees that the Xxxxxxx Xxxxxx Funds shall be entitled to nominate pursuant to this Section 2(a) or Section 2(b), then the Xxxxxxx Xxxxxx Funds shall have the right, at any time, to nominate such additional designee(s) to which the Xxxxxxx Xxxxxx Funds are entitled, in which case, the directors shall take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Funds to so nominate such additional designees and (2) designate such additional designees nominated by the Xxxxxxx Xxxxxx Funds to fill such newly created vacancies. (d) Vacancies arising through the death, resignation or...
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Board Number; Board Nomination. (a) For so long as the Blackstone Group beneficially owns a number of shares of Common Stock that represents at least 40% of the Original Amount of the Blackstone Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, one individual identified in advance by the Blackstone Group (the “Blackstone Nominee”). (b) For so long as the XX Xxxx Group beneficially owns an amount of Common Stock that represents at least 40% of the Original Amount of the XX Xxxx Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or pursuant to which directors of the Company are to be elected, one individual identified in advance by the XX Xxxx Group (the “XX Xxxx Nominee”). (c) For so long as the Carlyle Group beneficially owns an amount of Common Stock that represents at least 40% of the Original Amount of the Carlyle Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholde...
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Board Number; Board Nomination. Until the Frrst Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four (4) individuals and the Company shall obtain any necessary approvals from the Toard, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in tqe slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholdees) at which directors of the Company are to be elected, the up to four individuals identified in advance by the Founding Shareholderf. After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv five (5) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shxll include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directots of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shalf have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board three (3) individuals and the Company shall obtain any necetsary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominels recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholners) at which directors of the Company are to be elected, the one individual identified in advance by the Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Nominees”). In the event that the Founding Sharehol...
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Board Number; Board Nomination. 2.1 The Board is currently composed of seven members. 2.2 The DK Group shall have the right (but not the obligation) to nominate: 2.2.1 so long as the Board consists of seven members, up to four directors to the Board; 2.2.2 if the Board consists of more or less than seven members, such lesser or higher number as will be equal to at least 47% of the number of directors at any particular time (the “Nominees”) for appointment to the Board; and 2.2.3 if the DK Group has a combination or rights to direct the votes attached to Premier Merger Shares and the Premier Shares, representing in the aggregate between 30% and 10% of all of the voting rights with respect to the election of directors of Premier attached to the Premier Merger Shares and the Premier Shares, Nominees representing up to 30% of the Nominees for appointment to the Board. 2.3 If the DK Group has a combination of rights to direct the votes of the Premier Merger Shares and Premier Shares representing in the aggregate less than 10% of the aggregate voting rights with respect to the election of directors of Premier it shall no longer be entitled to present Nominees for appointment to the Board. 2.4 If the DK Group provide notice to the Board of Directors of Premier prior to the closing of the Merger setting out the proposed Nominees to be appointed on the date of closing of the Merger, the Board of Directors of Premier, consistent with Section 2.2, shall appoint such Nominees to the Board effective as of the Effective Date of the Merger. 2.5 Premier shall include, and shall use its best efforts to cause the Board, whether acting through the Corporate Governance and Nominating Committee of the Board (“Committee”) or otherwise, to include those nominees of the DK Group the (“DK Group Nominees”) on the slate of nominees recommended to shareholders of Premier (the “Shareholders”) for election as a directors at any annual or special meeting of the Shareholders at or by which directors of Premier are to be elected (or, if permitted, by written consent of the Shareholders). 2.6 In the event that the Former DK Group has named less than four DK Group Nominees, then the DK Group shall have the right, at any time, to name such additional nominees up to a maximum of four, subject to Section 2.2. 2.7 Vacancies arising through the death, resignation of any DK Group’s’ Nominee may only be filled by the Board with an individual named by the DK Group and to which the Committee has agreed. 2.8 Premier shall use its b...
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Board Number; Board Nomination. (a) As of the date hereof, the Board shall be comprised of eight (8) directors, (i) the following three (3) of whom shall be deemed to have been nominated by the Deshe Family Shareholders: Xxx Xxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxxx (the “Deshe Directors”) and (ii) the following three (3) of whom shall be deemed to have been nominated by the Diamond Family Shareholders: Xxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxx Xxx-Xxxx (the “Diamond Directors”). The foregoing directors shall be divided into two classes of directors, each of whose members shall serve for staggered two-year terms as follows: (i) the Class I directors shall initially include two (2) Deshe Directors and one (1)
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Related to Board Number; Board Nomination

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Chairman of the Board The Chairman of the Board shall preside at all meetings of the Board of Directors and of the unitholders of the MLP; and he shall have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

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