Board of Directors Election. For so long as at least One Million (1,000,000) shares of Series A Preferred (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) remain outstanding, the holders of the Series A Preferred, voting together as a separate class, shall be entitled to elect two (2) directors of the Corporation. For so long as at least One Million (1,000,000) shares of Series C Preferred (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) remain outstanding, the holders of the Series C Preferred, voting together as a separate class, shall be entitled to elect one (1) director of the Corporation. For so long as at least Seven Hundred Fifty Thousand (750,000) shares of Series D Preferred (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) remain outstanding, the holders of the Series D Preferred voting together as a separate class, shall be entitled to elect one (1) director of the Corporation. The holders of a majority of the Preferred and the Common Stock, voting together as a single class (with the Preferred voting on an as-converted basis), shall be entitled to elect the remaining number of directors authorized, if any.
Board of Directors Election. At each meeting of the stockholders of the Company (or pursuant to any consent in lieu thereof), the Company and the Stockholder shall take all reasonable actions within their respective control (including, with respect to the Stockholder, by voting or causing to be voted all Voting Shares owned or held by the Stockholder or its Affiliates) in such manner as may be necessary to (i) fix and maintain the number of directors which shall constitute the whole Board at eleven (11) directors, (ii) maintain on the Board at all times no less than six (6) directors who each qualify as an “independent director” under the Exchange Act and the NASDAQ listing rules (collectively, the “Independent Directors”), as such individuals may be designated by the Nominating Committee of the Board (the “Nominating Committee”), (iii) maintain on the Board at all times the then serving Chief Executive Officer of the Company (the “Executive Director”), (iv) maintain at all times a Nominating Committee that is comprised of a majority of Independent Directors, (v) maintain on the Board for so long as the Stockholder owns or holds (whether beneficially, of record or otherwise) at least 35% of the outstanding shares of Common Stock no less than six (6) designees of the Stockholder (collectively, the “Stockholder Directors”), of which two (2) shall qualify as Independent Directors and be subject to approval of the Nomination Committee, which approval shall not be unreasonably withheld (collectively, the “Stockholder-Designated Independent Directors”), and (vi) cause to be elected or appointed to the Board each such designated Independent Director (including the Stockholder-Designated Independent Directors, as applicable), other Stockholder Directors (as applicable) and the Executive Director. In furtherance of the foregoing, the Company agrees to include in the slate of nominees recommended by the Board those persons designated by the Nominating Committee for inclusion on the slate as the Independent Directors (including the Stockholder-Designated Independent Directors (as applicable)), the other Stockholder Directors (as applicable) and the Executive Director, and to use all reasonable best efforts to cause the election of such Independent Director designees, other Stockholder Director designees and the Executive Director designee to the Board, including soliciting proxies in favor of the election of such person, subject only to applicable law.
Board of Directors Election. So long as at least one million (1,000,000) shares of Series A Preferred remain outstanding, the holders of the Series A Preferred, voting together as a separate class, shall be entitled to elect two (2) directors of the Corporation, and the holders of a majority of the Preferred Stock and the Common Stock, voting together as a single class (with the Preferred Stock voting on an as-converted basis), shall be entitled to elect the remaining number of directors authorized, if any.
Board of Directors Election. HBI shall cause S. Gxxx Xxxxxx to be elected to the Board of Directors of HBI at the first board meeting following the Effective Date.
Board of Directors Election. Freed shall have been elected to the Board of Directors of Parent and SubParent.
Board of Directors Election. Notwithstanding any provision of this Certificate of Designation, so long as any of the shares of Series D Preferred Stock initially issued are outstanding, the holders of the Series D Preferred Stock, voting as a separate class, shall be entitled to elect a majority of the directors of the Company. The holders of Common Stock and other classes and series of the Company’s stock, voting together as a single class, shall be entitled to elect the remaining directors of the Company.
Board of Directors Election. So long as Xxxxxx-Xxxxxxxxx Capital Focus III, L.P. (the "Investor") or an affiliate of the Investor continues to hold at least twenty five percent (25%) of the cumulative aggregate number of Preferred Shares issued to the Investor on the Initial Issuance Date, the Investor shall be entitled to elect one (1) director to the Board of Directors of the Company (an "Investor Designee") at each annual election of directors; provided, however, that any Investor Designee other than Xxxx X. Xxxxxxxxxx must be approved by the Company, such approval not to be unreasonably withheld or delayed. At any meeting held of the purpose of electing or nominating directors, the presence in person or by proxy of the Investor or its designee shall constituted a quorum for the election or nomination of the Investor Designee. Any director elected as provided herein may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote of the Investor or its designee, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the Investor or its designee represented at the meeting or pursuant to written consent of such holders. In case of any vacancy (other than a vacancy caused by removal) in the office of a director occurring among the director elected by the Investor or its designee pursuant hereto, the vacancy thereby created may be filled by the Investor or its designee represented at a special meeting of such stockholders duly called for that purpose or pursuant to written consent of the Investor or its designee.
Board of Directors Election. Each of the Stockholders shall vote its Common Stock and any other voting shares held by it now or in the future for the election of Directors nominated in accordance with the provisions of Section 1.3, and shall take all actions as may be necessary or appropriate to cause such persons to be elected as the members of the Board of Directors and, subject to Section 1.8, to be maintained in such positions at all times. If the number of directors nominated pursuant to Section 1.3 is less than seven, the remaining Directors will be elected by a vote of 75% of the issued and outstanding Common Stock, and such remaining Directors shall be unrelated to any of the Stockholders and shall be familiar with the coal industry in the United States. As soon as practicable following the execution of this Agreement, the Stockholders shall take all necessary action to elect a
Board of Directors Election. Subject to the Stockholders' Agreement, dated as of October 1, 1998, by and among Xxx Xxxx, Various Xxxxxxxxx Entities and Individuals, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, T.A., The Xxxxx & Xxxxx Xxxxxxxxxx 855858.6 Foundation Inc., Object Trading Corp., Zib Inc., Various Secured Lenders and the Company, as that agreement may be amended from time to time (the "Stockholders' Agreement"), the Company shall nominate the Executive for election or re-election as a director of the Company and shall otherwise use its best efforts to cause the Executive to be elected to the Company's Board of Directors. The Executive acknowledges that the Stockholders' Agreement provides that all of the seats on the Board of Directors are currently to be filled by nominees of the parties to the Stockholders' Agreement, that none of the parties to the Stockholders' Agreement is under any obligation to name the Executive as its nominee to serve on the Board, that the Company does not intend to expand the size of the Board to permit the Executive's election as a director and that the Stockholders' Agreement is likely to preclude the Executive's election to the Board of Directors for the foreseeable future. If the Executive is not a director of the Company at any time during the Term, he shall have the right to attend all meetings of the Board of Directors and to participate in such meetings as though he was a director but shall not have the right to vote at such meetings.
Board of Directors Election. 54 Section 9.13
