Board of Directors Voting Agreements Sample Clauses

Board of Directors Voting Agreements. (a) Subject to paragraphs (b) and (c) below, in any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder shall vote, or cause to be voted, or cause such Stockholder's designees as directors to vote, all Voting Securities owned by such Stockholder or over which such Stockholder has voting control so as to fix the number of directors of the Company at five, and to nominate and elect such five directors of the Company as follows: (i) Four individuals designated by the Required Sponsor Holders, one of whom will serve as the Chairman of the Board of Directors of the Company; and (ii) One individual (who shall be Xxxxxx X. Xxxxxxxx, Xx. as long as he is an employee of the Company or one of its Subsidiaries, and thereafter another management employee of the Company or one of its Subsidiaries) designated by the Majority Rollover Holders; provided, that in the event that the Rollover Holders and their Family Members at any time after the end of the Sponsor Stockholder Restriction Period cease to collectively own outstanding shares of Class B Common Stock (determined on a fully-diluted basis) equal to at least five percent (5%) of the outstanding shares of Class B Common Stock (determined on a fully-diluted basis), then such individual shall thereafter be the Chief Executive Officer of the Company. (b) If any vacancy shall occur in the Board of Directors of the Company as a result of death, disability, resignation or any other termination of a director, the replacement for such vacating director shall be designated by the Person or Persons who originally designated such vacating director. The Person or Persons entitled to designate a director or a replacement for a director pursuant to this Section 4.1 shall be the only Person or Persons entitled to cause the removal of such director, with or without cause. Each Stockholder hereby agrees to vote or cause to be voted or cause such Stockholder's designees as directors to vote all Voting Securities owned by such Stockholder or over which such Stockholder has voting control so as to comply with this Section 4.1(b). (c) The Board of Directors of the Company may at any time increase the number of directors of the Company to a number greater than five, and any vacancies thereby created shall be filled by one or more individuals designated by the Required Sponsor Holders pursuant to this Section 4.1.
Sample 1
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Board of Directors Voting Agreements. (a) Subject to adjustment as provided below, in any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each of the undersigned Holders, to the extent that such Holder has voting rights, shall vote, or cause to be voted, or cause such Holder's designees as directors to vote, all Securities, owned by such Holder or over which such Holder has voting control, so as to fix the number of directors of such Company at nine (9), and to nominate and elect four (4) directors of such Company as follows: (i) One (1) individual designated by GMN Investors II, L.P., so long as GMN Investors II, L.P. or its Affiliates hold any Securities and thereafter by the Majority Holders; (ii) One (1) individual designated by Stratford Equity Partners, L.P., so long as Stratford Equity Partners, L.P. or its Affiliates hold any Securities and thereafter by the Majority Holders; (iii) One (1) individual designated by DynaFund, L.P. and DynaFund International, L.P. (together, the "DynaFund Entities") for so long as the DynaFund Entities hold at least 200,000 Common Shares and thereafter by the Majority Holders; and (iv) One (1) individual designated by TRW, Inc. for so long as TRW and/or its Affiliates hold at least 2,500,000 Common Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) or securities of the Company which may be converted into at least 2,500,000 Common Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares); provided, however, that it shall no longer be so entitled upon such time as the holders of Common Shares and securities which may be converted into or exercised for Common Shares on the date hereof no longer hold 51% of the total Common Shares, assuming for all purposes that securities which may be converted into or exercised for Common Shares are fully converted or exercised. If an Investor or the Majority Holders with designation rights as set forth immediately above, as applicable, choose not to designate a director or directors of the Company as provided above, the number of directors of such Company shall be reduced accordingly until such time as such Investor or the Majority Holders, as applicable, exercise their rights as provided above, at which time the number of directors of such Company sha...
Sample 1
Board of Directors Voting Agreements. This Section 3 shall be applicable until the earlier of (i) the later of the date on which less than 10% of the Series A Preferred Shares (as defined in the Securities Purchase Agreement) are outstanding and the date on which the Investors (as defined in the Securities Purchase Agreement) own less than 50% of the Securities (as defined in the Securities Purchase Agreement) and (ii) the date as of which the Company has not dropped below $200,000,000 in market capitalization at any time during the immediately preceding 12 months. (a) In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder, to the extent that such Stockholder has voting rights, shall vote, or cause to be voted, or cause such Stockholder's designees as directors to vote, all Securities, owned by such Stockholder or over which such Stockholder has voting control, so as to fix the number of directors of such Company at eleven (11) until the next annual meeting of the shareholders of the Company commencing with which meeting the number of directors shall be fixed at not more than nine (9), and to nominate and elect to the Board of Directors of the Company (i) one (1) individual designated by GMN, so long as GMN or its Affiliates hold any Investor Securities; (ii) one (1) individual designated by RCP, so long as RCP or its Affiliates hold any Investor Securities; and (iii) one (1) individual designated by CC, so long as CC or its Affiliates hold any Investor Securities. (b) If the Company's EBITDA for any twelve-month period, calculated on a rolling basis, is less than 50% of the EBITDA projected in the Plan for the same twelve-month period, the Majority Holders shall have the right to appoint, collectively, two additional members of the Board of Directors of the Company. If (i) a Liquidity Event has not occurred by the sixth anniversary date of this Agreement, or (ii) the Company has EBITDA in any twelve-month period of less than $3,000,000, the Majority Holders shall have the right to appoint additional directors to the Board of Directors of the Company sufficient to obtain voting control of such Board. (c) If GMN, RCP or CC, as applicable, chooses not to designate a director or directors of the Company as provided in Section 3.1(a) or (b) above, the number of directors of such Company shall be reduced accordingly until such time as GMN, RCP or CC, as applicable, exercise their rights as provided above, at which tim...
Sample 1
Board of Directors Voting Agreements. (a) Subject to adjustment as provided in paragraphs (b) and (c) below, in any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Securityholder, to the extent that such Securityholder has voting rights, shall vote, or cause to be voted, or cause such Securityholder's designees as directors to vote, all Securities owned by such Securityholder or over which such Securityholder has voting control, so as to fix the number of directors of the Company at five (5), and to nominate and elect such five (5) directors of the Company as follows: (i) two (2) individuals designated by the Majority Holders (who shall initially be Therxxx X. Xxxx xxx Craix X. Xxxxx xxxil such Person's death, disability, resignation or removal by the Majority Holders); and (ii) three (3) individuals designated by the holders of a majority of the DNS Securities (who shall initially be Donaxx X. Xxxxx, Xxevxx X. XxXxxxxxx xxx Donaxx X. Xxxxxxx xxxil such Person's death, disability, resignation or removal by the holders of a majority of the DNS Securities). If the Majority Holders choose not to designate a director or directors as provided in clause (i) above, the number of directors of the Company shall be reduced by the number of directors the Majority Holders choose not to so designate until such time as the Majority Holders exercise their rights as provided in clause (i) above at
Sample 1
Board of Directors Voting Agreements 
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Related to Board of Directors Voting Agreements

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

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

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

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

  • 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.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

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