Board of Directors of the Company Sample Clauses
Board of Directors of the Company. (a) So long as a Holder shall hold any shares of Series E Preferred Stock, such Holder shall vote all of its shares of Series E Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder or Holders shall be identified in a proxy statement delivered to the Company stockholders in connection with any annual meeting of stockholders or to the Holders in connection with a special meeting of the Holders of Series E Preferred Stock, if such nominees have not been already elected by written consent of the Holders.
(b) Each Holder shall appear in person or by proxy at all annual or special meetings of stockholders and at all special meetings of the holders of Series E Preferred Stock for the purpose of obtaining a quorum and shall vote or cause the vote of the Series E Preferred Stock owned by such Holder or by any Affiliate of such Holder, either in person or by proxy, to be cast in accordance with the provisions of this Article II.
(c) Each Holder shall vote all of its Series E Preferred Stock in favor of removal from the Board, upon notice by a Holder or Holders that an individual designated by it or them, as the case may be, pursuant to Section 2.1 should be removed, and to use its best efforts to cause the Board to fill the vacancy so vacated with another person designated by a Holder in accordance with this Agreement (unless such removal resulted from circumstances requiring a resignation pursuant to Section 2.1(e) which resignation has not occurred). Each Holder shall cooperate fully in connection with the nomination of Directors, the voting of its shares of Series E Preferred Stock, the execution of written consents (if then permissible under the Certificate of Incorporation (as amended and restated from time to time) of the Company), the calling of meetings and other stockholder matters to effect the provisions of this Article II.
(d) If any Director nominated pursuant to Section 2.1 is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, the Holder or Holders, as the case may be, who designated such Director will be entitled to designate an individual to fill the vacancy on the Board so created and each Holder will use its best efforts to cause the Board to fill the vacancy so created with the individual so designated, in accordance with the Certificates of Designations (unless such removal or withdrawal resulted from circumstances requiring a res...
Board of Directors of the Company. (a) At the Effective Date, the Board of Directors shall be composed of eight members. CDP (or any representative thereof designated by CDP) shall be entitled, but not required, to nominate five members to the Board of Directors (collectively, the “CDP Designees”), and DHW (or any representative thereof designated by DHW) shall be entitled, but not required, to nominate two members to the Board of Directors (collectively, the “DHW Designees”).
(b) DHW and CDP shall vote all of the Shares owned or held of record by them at all regular and special meetings of the shareholders of the Company called or held for the purpose of electing directors or filling positions on the Board of Directors, and in each written consent executed in lieu of such a meeting of shareholders, and, to the extent entitled to vote thereon, each party hereto shall take all actions otherwise necessary, including attending shareholder meetings in person or by proxy for purposes of obtaining a quorum, to ensure (to the extent within the parties’ collective control) that the CDP Designees and the DHW Designees are elected to the Board of Directors at any such meetings of the shareholders of the Company.
(c) The initial CDP Designees to be elected at the 2011 annual meeting of the Company shall be Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxxx and the DHW Designees that shall continue on the Board of Directors and be nominated for election at such meeting are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxx.
(d) CDP shall be entitled to nominate an individual to fill any vacancy on the Board of Directors caused by the resignation, death or removal of a CDP Designee. DHW shall be entitled to nominate an individual to fill any vacancy on the Board of Directors caused by the resignation, death or removal of a DHW Designee. Neither CDP nor DHW shall unreasonably object to the other’s designees to the Board of Directors. The full Board of Directors shall fill any vacancy on the Board of Directors caused by the resignation, death or removal or a member of the Board of Directors.
(e) At the Effective Date, all currently existing committees of the Board of Directors, and any newly-created committees of the Board of Directors, shall have at least one of its members be a CDP Designee and at least one of its members be a DHW Designee. The director removal and vacancy nominating provision set forth above for the Board of Directors shall apply to any committee of the Bo...
Board of Directors of the Company. (a) Promptly upon the purchase of and payment for any Shares by the Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis), the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by the Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company to cause the Parent's designees to be so elected. At such time, the Company shall also cause persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined hereafter) of the Company, and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time (as defined hereafter), the Company shall use all reasonable efforts to have at least two members of the Board of Directors who are neither officers of the Parent or designees, stockholders or affiliates of the Parent. Subject to receipt by the Company from the Parent or the Purchaser of the information referred to in the penultimate sentence of this Section 1.3(a), the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent's designees to be elected to the Company's Board of Directors. The Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule ...
Board of Directors of the Company. (1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director of the Company.
(2) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Nominees to become effective as of the Effective Date. For so long as Xxxxxxxx, together with any and all of its Permit- xxx Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, Xxxxxxxx, the Other Stockholders and each of their Permitted Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Xxxxxxxx Nominees to be nominated for and elected to the Board of Directors.
(3) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Nominee if Xxxxxxxx requests such director's removal in writing for any reason and the Other Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx shall have the right to designate a new nominee in the event any Xxxxxxxx Nominee shall be so removed under this Section 4.1(c) or shall vacate his directorship for any reason.
(4) The initial Xxxxxxxx Nominees shall be Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xx.,
Board of Directors of the Company. (a) The Company's Board of Directors shall be initially composed of eleven members. Xxxxxx shall be entitled, but not required, to designate six members (the "Xxxxxx Nominees") of the Board of Directors. Lockheed Xxxxxx shall be entitled, but not required, to designate three members (the "Lockheed Xxxxxx Nominees") of the Board of Directors. In addition, each of Xxxxx and XxXxxxx shall be entitled, but not required, to designate themselves as members of the Board of Directors for so long as they are employees of the Company or
Board of Directors of the Company. (a) The Company shall be managed by a board of directors (the "Board of Directors") consisting of eight (8) directors (each, a "Director"). Three (3) of the initial Directors shall be nominated by Carlyle, two (2) of the initial Directors shall be nominated by Providence, one (1) of the initial Directors shall be nominated by iaxis, and one (1) of the initial Directors shall be nominated by Carrier1. One (1) of the initial Directors (the "Management Director") shall be the Chief Executive Officer or, in his absence, such other Principal Executive Officer elected by Supermajority Shareholder Approval. Directors nominated by a Shareholder shall be referred to as such Shareholder's "Director Designees." In the event that a Shareholder:
(i) ceases to own at least 10% of the Common Shares outstanding at any time,
(ii) becomes a Defaulting Shareholder, or
(iii) Transfers Common Shares as provided in Section 4.8, then, in any such case, such Shareholder shall have no right to nominate Director Designee(s).
(b) Each of the Shareholders hereby agrees to vote in favor of the Director Designees of each other Shareholder (provided that such Shareholder has made timely payment of its Initial Capital Contribution) for positions on the Board of Directors. The Director Designees of Carlyle shall initially be: Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxxx Xxxxxx. The Director Designees of Providence shall initially be: Xxxxx Xxxxxxx and Xxxxxxxxx Xxxxx. The Director Designee of iaxis shall initially be Abteen Sai. The Director Designee of Carrier1 shall be Xxxxx Xxxxxxx. The Management Director shall be Thor Xxxx Xxxxxxx. Each Shareholder agrees not to take any action to remove a Director Designee other than in accordance with (i) the following sentence, (ii) Section 3.1(a) if a Shareholder ceases to own at least 10% of the Common Shares outstanding, (iii) Section 4.8 or (iv) Section 3.1(a) if a Shareholder becomes a Defaulting Shareholder. As soon as practicable after receipt of a written request from a Shareholder to remove a Director Designee of such Shareholder, the other Shareholders agree to take, or cause to be taken by their Director Designees, all appropriate action to effect the removal of such Director Designee. Upon the removal of a Director Designee pursuant to the preceding sentence or the resignation or death of a Director Designee, the Shareholder nominating such Director Designee shall designate a replacement Director Designee, and the other Shareholders agree to tak...
Board of Directors of the Company. (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.
(b) The Speese Group shall vote all of the Shares owned or held of record by xxxx xt all regular and special meetings of the stockholders of the Company called or held for the purpose of filling positions on the Board of Directors, and in each written consent executed in lieu of such a meeting of stockholders, and, to the extent entitled to vote thereon, each party hereto shall take all actions otherwise necessary to ensure (to the extent within the Parties' collective control) that the Apollo Nominees are elected to the Board of Directors.
(c) The Company and the Speese Group shall use their respective best efforts to call, or causx xxx appropriate officers and directors of the Company to call, a special meeting of stockholders of the Company, as applicable, and the Speese Group shall vote all of the Shares owned or held of record by xxxx xor, or to take all actions by written consent in lieu of any such meeting necessary to cause, the removal (with or without cause) of any Apollo Nominee if Apollo requests such director's removal in writing for any reason. Apollo shall have the right to designate a new nominee in the event any Apollo Nominee shall be so removed under this Section 4.1(c) or shall vacate his directorship for any reason. Except as provided in this Section 4.1(c), each Group Member hereto agrees that, at any time that it is then entitled to vote for the election or removal of directors, it will not vote in favor of the removal of Apollo Nominee unless (i) such removal shall be at the request of Apollo or (ii) the right of Apollo to designate such director has terminated in accordance with clause (e) below.
(d) The Company shall not, and shall not permit any of its Subsidiaries to, without the consent of holders of a major...
Board of Directors of the Company. The AK Board shall exercise the voting rights attached to the certified Shares at the shareholders' meetings of the Company in order to make sure that the board of directors of the Company shall be composed of not less than twelve (12) nor more than fourteen (14) directors. Of the members of the Company's board of directors proposed by the AK, four (4) directors shall be nominated exclusively by the Class A Holders' Assembly, four
Board of Directors of the Company. Immediately following the acquisition pursuant to the Offer by the Offeror of at least such number of Shares representing at least a majority of the then outstanding Shares, and from time to time thereafter, the Company shall co-operate with the Offeror and upon request, use reasonable efforts subject to the provisions of the CBCA, to secure the resignations of such number of Company directors as may be required to enable the Offeror to designate such number of Directors as is proportionate to the percentage of outstanding shares owned by the Offeror.
Board of Directors of the Company. Effective upon the payment by ADI for Shares pursuant to the Offer, ADI will be entitled to designate that number of directors of the Company, rounded up to the next whole number, that equals the product of (x) the total number of directors on the Board of Directors (giving effect to the election or appointment of any additional directors pursuant to this Section 1.3) and (y) the percentage that the number of Shares owned by DLB and ADI (including Shares accepted for payment) bears to the total number of outstanding Shares. The Board of Directors of the Company will at all relevant times be composed of a sufficient number of directors so that the right of ADI under this Section 1.3 will not be impaired. The Company will at such time cause the designees of ADI to be elected to or appointed by the Board of Directors, including, without limitation, increasing the number of directors, amending its Bylaws, using its reasonable best efforts to obtain resignations of incumbent directors, and, to the extent necessary, filing with the SEC and mailing to its stockholders the information required by Section 14(f) of the Exchange Act and the rules promulgated thereunder, as promptly as possible. DLB and ADI will supply any information with respect to themselves and their respective nominees, officers, directors, and affiliates required by Section 14(f) of the Exchange Act and such Bylaws of the Company.