Board Seats. Concurrent with the Initial Closing and at all times while the Buyer’s shareholdings in the Company exceed 10%, the Buyer shall be entitled (but not required) to nominate one director to the Company’s Board of Directors. At such time and at all times while Buyer’s stockholdings in the Company exceed 24.9%, Buyer shall be entitled (but not required) to nominate a second director to the Company’s Board of Directors. Buyer’s shareholdings percentage shall be based on the number of shares of Common Stock beneficially owned by Buyer (as defined in Section 13(d) under the 1934 Act and the rules adopted thereunder) without taking into account shares issuable in the future upon conversion of Notes or exercise of the Purchase Option. To the extent that the nominees referred to in the paragraph above are reasonably acceptable, the Board of Directors shall appoint such nominees to be directors until the next meeting of the Company’s stockholders to elect directors, and, subject to their fiduciary duty as directors of the Company, the Board of Directors of the Company shall nominate and recommend to the Company’s stockholders as a director each such nominee (or any successor(s) nominated by the Buyer and reasonably acceptable to the Company) at the next and each succeeding meeting of the Company’s stockholders to elect directors. If the Company is listed or applying for listing on a stock exchange or market which requires that a majority of the issuer’s directors be independent, each nominee shall be independent as defined by the rules of such stock exchange or market. Each nominee shall not be an affiliate of a company which is either in the same business as the Company or is a defendant or prospective defendant in an action by the Company and shall not be subject to a “bad actor” disqualification as defined in Rule 506 of the SEC pursuant to the 1933 Act. The Board of Directors will consist of not more than five (5) members during the two years following the Initial Closing Date without the consent of Buyer. Unless a Conversion Eligible Event of Default (as defined in the Notes) shall have occurred, Buyer shall not seek to elect a majority of the Board of Directors for a period of at least three (3) years from the Initial Closing Date.
Board Seats. So long as Shareholder is entitled to designate directors in accordance with the provisions of Section 4.5 of the Investment Agreement, Investor shall vote all Company Voting Securities owned of record by Investor or with respect to which Investor has voting control in favor of the election of Shareholder's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement. So long as Investor is entitled to designate directors in accordance with the provisions of Section 4.4 of the Investment Agreement, Shareholder shall vote all Company Voting Securities owned of record by Shareholder or with respect to which Shareholder has voting control in favor of the election of Investor's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement.
Board Seats. During the term hereof, the By-Laws shall provide for a Board consisting of not less than eight (8) nor more ten (10) members. One (1) of such members shall be the Preferred Director (as defined in Section 4(b) below) and, subject to the conditions set forth in Section 4(b) below, two (2) of such members shall be the Default Directors (as defined in Section 4(c) below). In the event the Swiss Re Stockholders or the Reliance Stockholders shall be entitled, pursuant to the provisions of Section 4(c) hereof, to designate to the Board of Directors of the Company a Default Director (or Default Directors), the resignation(s) delivered pursuant to Section 2.16 of the Purchase Agreement shall thereupon become effective, and the parties hereto shall take all necessary actions (including without limitation the actions set forth in Section 4(d) hereof and within their power) to have the Default Directors appointed or elected to fill the resulting vacancies.
Board Seats. The Parent Chairman will retire as an executive of Newco at the end of the Transition Period and shall no longer serve as chairman of the executive committee of the Newco Board, but shall continue as a member of the Newco Board. The Company Chairman shall become the sole Chief Executive Officer of Newco immediately prior to the end of the Transition Period, and at such time shall be the Chairman of the Board of Directors of Newco, if immediately prior to such time he holds the position of Co-Chief Executive Officer. The Newco Board or the nominating committee thereof, as applicable, shall nominate for election the Parent Chairman and the Company Chairman as part of management's slate of candidates at each meeting of the shareholders (if at the time of such meeting the Parent Chairman or the Company Chairman, as applicable, is a member of the Newco Board) at which members of the Newco Board shall be elected as shall be necessary in order that the Parent Chairman or the Company Chairman, as applicable, serve as a director of Newco from the end of the Transition Period until the election of directors first following December 31, 2005.
Board Seats. 5.20.1. The Company shall recommend to the Board of Directors to take such actions as are necessary at the Special Meeting to:
5.20.1.1.1. increase the number of the Board of Directors from seven (7) to nine (9) directors in accordance with the Charter Documents.
5.20.1.1.2. elect and thereafter continue in office as directors of the Company such individuals who may be nominated by the Lender and the Lender shall have the exclusive right to make two (2) nominations of directorships for the newly created Board seats and each director so designated shall sit in Class II which shall be established at the Special Meeting and shall sit for a term expiring at the second succeeding annual meeting of the shareholders of the Company held following the Special Meeting.
5.20.1.1.3. elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of the Company, shall be classified into two classes. Upon the increase of the board to 9 directors pursuant to Section 5.20.
1.1.1, Class I shall be comprised of 5 directors and Class II shall be comprised of 4 directors. At the Special Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Special Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Special Meeting. At each subsequent annual meeting of the shareholders of the Company, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders of the Company.
5.20.1.1.4. (a) two of the three directors nominated by Lender and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and the remaining one director nominated by the Lender and elected pursuant to Section 2.1.1 Shareholders Rights and Voting Agreement shall be elected and serve in Class I, (b) the two directors nominated by Lender pursuant to Section 5.20.
Board Seats. The holders of the Series A Convertible Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of the Corporation. The holders of the Common Stock, voting as a separate class, shall be entitled to elect the remaining directors of the Corporation. Notwithstanding the foregoing or anything else to the contrary provided in the Restated Certificate of Incorporation, if the Corporation fails or refuses, for any reason or for no reason, to redeem on the Redemption Date (as defined in paragraph 7) all of the then outstanding shares of Series A Convertible Preferred Stock in accordance with the terms and provisions of paragraph 7, the holders of the Series A Convertible Preferred Stock, voting as a separate series, shall be entitled to elect a majority of the directors of the Corporation. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock or jointly by the holders of the Series A Convertible Preferred Stock and the Common Stock. A vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the holders of the Series A Convertible Preferred Stock.
Board Seats. At or promptly following the Effective Time, Peoples shall take all action necessary to elect two members of the NB&T Financial Board, each of whom shall be selected by Peoples, to the Peoples Board.
Board Seats. At the time of Closing, BLD shall have the right to designate two out of the five members of the Company’s board of directors (the “Board”) (the “BLD Nominees”) and BTTC shall have the right to designate two out of the five members of the Board (the “BTTC Nominees”). The BLD Nominees and the BTTC Nominees shall collectively select a fifth designee to the Board who must be “independent” (as defined in federal securities laws and the Nasdaq Listing Rules) at such time as required either by the OTC Markets or Nasdaq). BTTC shall support the BLD Nominees in their election to the Board and BLD shall support the BTTC Nominees in their election to the Board.
Board Seats. The following individuals shall have been elected to the Board of Directors of HAI effective as of the Effective Date of the Merger: Xxxxxxx X. XxXxxxxxxx, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxx.
Board Seats. So long as the License Agreement is in effect, Bilia shall vote all securities of ABT/Nordic owned by it for the election to the Supervisory Board (or similar ultimate governing body) of ABT/Nordic of one person designated by ABT, and Bilia and ABT/Nordic shall do all other things which are reasonably in their respective powers to cause that person to be elected to the Supervisory Board (or similar body) of ABT/Nordic. ABT acknowledges that meetings of the ABT/Nordic Supervisory Board (or similar body) may be conducted in Swedish.
