Board Vacancies. In the event that there shall be any vacancy on the Board resulting from the resignation, death or incapacity of a director selected hereunder by a Nominating Party or the Board, or if a nominee of a Nominating Party or the Board hereunder fails to stand for election or re-election as director for whatever reason, the Parties shall take whatever reasonable action is within their control to appoint or elect or cause to be appointed or elected to the Board as soon as possible a successor or a nominee, as the case may be, selected by such Nominating Party or the Board, as the case may be.
Board Vacancies. During the Effective Period and notwithstanding any provision of the Bylaws with respect to the filling of vacancies on the Board to the contrary, the Stockholders agree to vote (including the taking of any action by written consent, as necessary or appropriate), and shall cause its affiliates to vote (including the taking of any action by written consent, as necessary or appropriate), all shares of Common Stock which they are entitled to vote (or control the voting of, directly or indirectly), and otherwise take commercially reasonable actions to cause vacancies on the Board to be filled as follows:
(a) in the event that one or more of the Company Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Company Nominating Committee.
(b) in the event that one or more of the Gralee Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Gralee Nominating Committee.
(c) in the event that one or more of the Dane Xxxx Xxxignees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Falb Xxxinating Committee.
Board Vacancies. Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other causes shall be filled by either (i) the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of voting stock of this Corporation entitled to vote generally in the election of directors (the "Voting Stock"), voting together as a single class; or (ii) by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such newly-created directorship shall be filled by the stockholders, be filled only by the affirmative vote of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified.
Board Vacancies. An Academy Board vacancy shall occur because of death, resignation, replacement, removal, failure to maintain United States citizenship or residency in the State of Michigan, disqualification, enlargetnent of the Acaden1y Board, or as sped fied in the Code. Compensation Acadetny Board n1embers shall serve as volunteer directors and without cmnpensation for their respective services. By resolution of the Academy Board, the Acadetny Board 1nembers may be rein1bursed for their reasonable expenses incidental to their duties as Academy Board 1nembers. BAY XXXXX COMMUNITY COLLEGE BOARD OF REGENTS PUBLIC SCHOOL ACADEMY AUTHORIZING BODY
Board Vacancies. Upon the resignation, removal for cause, death or incapacity of a director, the vacancy resulting from such resignation, removal for cause, death or incapacity shall be filled by the Board, in each until the next annual meeting of the Holders.
Board Vacancies. As further set out in Article III of Alcon's form of Organizational Regulations attached hereto as Exhibit 3.1.2(b), any member of the Board of Directors of Alcon shall be appointed for a term of office of 3 years. All directors shall be re-eligible, provided, however, that non-executive directors shall be re-eligible only for a maximum of two additional terms. Board members shall retire from office no later than the annual general meeting after their 72nd birthday. Vacancies on the board, whether by retirement, removal, voluntary resignation, death, incapacity or otherwise, shall be filled as follows:
(a) Any Nestle appointees terminating their office shall be replaced by other appointees nominated by Nestle.
(b) If the Alcon Labs CEO terminates his office, his or her successor shall be nominated by the Alcon Board of Directors.
(c) If any independent board members terminate their office, their successor (who shall fulfill the same qualifications as to independence) shall be nominated by the Alcon Board of Directors. In any deliberations of the Board of Directors pursuant to lit. (b) or (c) of this Section 3.3.3, the resigning board member shall abstain from deliberation and voting on the matter. Any replacement board members nominated in accordance with this Section 3.3.3 shall be proposed to be elected to the board at the next annual general shareholders' meeting of Alcon. Until such meeting, the nominee shall be invited to participate in board meetings as a guest, and shall receive all information otherwise made available to members of the Board of Directors. Nestle undertakes, for so long as it holds a Majority Shareholding in Alcon, to vote its shares at Alcon's shareholders' meetings in favor of the proposals of the Board of Directors made in accordance with this Section 3.3.3. The nomination rights of Nestle shall become inapplicable if Nestle no longer holds a Majority Shareholding in Alcon.
Board Vacancies. In the event a vacancy occurs on the Board of Directors of the Company other than by reason of an increase in the number of directors, the remaining directors shall fill such vacancy in a manner consistent with Section 6.3 above. In the event a vacancy occurs on the Board of Directors of the Company by reason of an increase in the number of directors of the Company, if permitted by applicable corporation law, the remaining directors shall fill such vacancy in a manner consistent with Section 6.3 above.
Board Vacancies. Subject to the special rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any vacancy occurring in the Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall, unless (a) the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
Board Vacancies. Except as otherwise provided in this Section 4.4 or in the Joint Venture Agreement, any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled, or if no director remains, by the Stockholders. Any vacancy arising as a result of the removal of a director by the Stockholders may be filled by the Stockholders or, if the Stockholders so authorize, by the remaining director or directors, but only for the unexpired term of his predecessor in office. The Board may fill a vacancy created by an increase in the number of directors resulting from an amendment of Section 4.2, but only for a term of office continuing until the next annual election of directors by the Stockholders and the election and qualification of a successor.
Board Vacancies. Newly created directorships resulting from an increase in our authorized number of directors and vacancies in our board resulting from death, resignation or removal will be filled by a majority of our board then in office. These provisions of our Restated Articles, our Bylaws and Oregon law could discourage potential acquisition proposals and delay or prevent a change in control or management of our Company
