Boards of Directors; Voting Agreements Sample Clauses

Boards of Directors; Voting Agreements. (a) From and after the date hereof to, but not including, December 10, 2009, and subject to paragraphs (b),(c) and (d) 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 Shareholder shall vote, or cause to be voted, or cause such Shareholder's designees as directors to vote, all Securities owned by such Shareholder or over which such Shareholder has voting control so as to nominate and elect such directors of the Company as follows: (i) The Chief Executive Officer of the Company; (ii) Two directors designated by Pequot Private Equity Fund III, L.P. (the "Pequot Designees"), for so long as the Pequot Shareholders own at least 25% of the Pequot Shares, who shall initially be Gerald A. Poch and Richaxx Xxxxxxxxx; provided, xxxxxxx, xxxx xx the Pequot Shareholders own less than 25% of the Pequot Shares, then the Pequot Shareholders will only be entitled to designate one director; and each director designated by the Pequot Designees shall be entitled to serve as director for the remainder of such director's elected term; (iii) One director designated by the Constellation Shareholders (the "Constellation Designees" and together with the Pequot Designees, the "Investor Designees"), who shall initially be Clifford Friedman; (xx) Xxxxx "xxxxxendent directors" (as such term is used in the applicable regulations promulgated by Nasdaq or any other national stock exchange on which the Company's Common Stock is listed on the date hereof) who shall be selected by the Company's nominating and corporate governance committee; (v) Two "independent directors" (as such term is used in clause (iv) above) selected by the Chief Executive Officer of the Company and reasonably acceptable to the Company's nominating and corporate governance committee; (vi) Subject to Section 3.1(b), Steven Rothman. (b) Notxxxxxxxxxxxx xnything contained in Section 3.1(a) to the contrary, the Investor Shareholders shall only be obligated under Section 3.1(a)(vi) with respect to Mr. Rothman (i) for so long ax xx (x) xxs not been terminated by the Company pursuant to Section 4(a) or (y) has not terminated his employment with the Company other than pursuant to Section 4(b), in each case of his Employment Agreement and (ii) from and after the date hereof to, but not including, May 21, 2007. (c) Notwithstanding anything contained in Section 3.1(a) to the contrary, the Principal Shareholders shall not be obligated pursuant to ...
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Boards of Directors; Voting Agreements. (a) Subject to paragraph (b) 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 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 any number between three and fifteen (the "Maximum Number"), and to nominate and elect such directors of the Company as follows: (i) A number of individuals equal to the Maximum Number less two, designated by the Majority Investor Holders, all of whom shall be Investors, and one of whom will serve as the Chairman of the Board of the Company; (ii) One individual designated by HI, so long as HI or its Affiliates hold any Securities; and (iii) One individual designated by NCCC, so long as NCCC holds any Securities. If the Majority Investor 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 Investor Holders choose not to so designate until such time as the Majority Investor Holders exercise their rights as provided in clause (i) above at which time the number of directors of the Company shall be increased by the number of directors designated as provided in clause (i) above. (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, pursuant to Sections 4.1(a)(i), (ii) and (iii) above, originally designated such vacating director. Each Person entitled to designate a director or a replacement for a director pursuant to this Section 4 shall also be entitled to designate 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).
Sample 1
Boards of Directors; Voting Agreements. (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 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 the Company at seven (7), and to nominate and elect such directors as follows: (i) Wxxxx Xxxxxx, for as long as he continues to serve as the Chief Executive Officer of the Company and for any replacement Chief Executive Officer; (ii) three (3) independent directors designated by the Majority HIG Holders; and (iii) one independent director designated by the independent directors of the Company immediately prior to the effectiveness of this Agreement and reasonably acceptable to the Majority HIG holders; and (iv) two (2) other individuals designated by the Majority HIG Holders. The initial directors designated by the Majority HIG Holders pursuant to clause (iv) above shall be Jxxx X. Xxxxx and Wxxxxxx Xxxxx. The independent director designated pursuant to clause
Sample 1
Boards of Directors; Voting Agreements. (a) Subject to paragraphs (b),(c) and (d) 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 Shareholder shall vote, or cause to be voted, or cause such Shareholder's designees as directors to vote, all Securities owned by such Shareholder or over which such Shareholder has voting control so as to fix the number of directors of the Company at seven, unless and until additional members are designated by the Pequot Shareholders in accordance with paragraphs (b) and (c) below, at which time the number of directors of the Company shall be fixed at the minimum number as may be necessary to permit the Pequot Shareholders to designate a majority of such number, and to nominate and elect such directors of the Company as follows:
Sample 1
Boards of Directors; Voting Agreements. (a) Subject to adjustment as provided below, in any and all elections of directors of the Company and its Subsidiaries (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 shares of Class A Common Stock owned by such Stockholder or over which such Stockholder has voting control so as to fix the number of directors of each of the Company and its Subsidiaries at five, and to nominate and elect up to five directors of the Company and its Subsidiaries to comprise such boards of directors as follows: (i) Up to two individuals designated by the holders of a majority of the outstanding shares of Common Stock included in the BBV Securities; (ii) Up to two individuals designated by the holders of a majority of the outstanding shares of Class A Common Stock included in the Harvest Securities; and (iii) Xxxxx Xxxxxxx, so long as he continues to be employed by the Company as President and Chief Executive Officer, and thereafter, his successor as President and Chief Executive Officer of the Company."
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Related to Boards of Directors; Voting Agreements

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

  • 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.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Voting Agreements Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

  • No Voting Agreements The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any other Purchaser and any of the Company’s stockholders as of the date hereof, regulating the management of the Company, the stockholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, stockholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s stockholders, directors or officers.

  • 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.

  • 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.

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

  • 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 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.

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