Changes in Board Designees Sample Clauses

Changes in Board Designees. From time to time during the term of this Agreement, the shareholders or persons entitled to designate a director pursuant to Section 2.2 (each a “Designator” and collectively, the “Designators”) may, in their sole discretion, as applicable: (a) elect to remove from the Board any incumbent Board designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board designee under Section 2.2, provided, however, that in the event the Company’s then-current Chief Executive Officer ceases to be employed by the Company, he or she may be removed from the Board by the vote of a majority of the remaining directors; and/or (b) designate a new Board designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board designee under Section 2.2 (whether to replace a prior Board designee or to fill a vacancy in such Board seat due to death, termination, removal or resignation); provided such removal and/or designation of a Board designee is approved in a writing signed by Designators who are entitled to designate such Board designee under Section 2.2, in which case such election to remove a Board designee and/or elect a new Board designee will be binding on all such Designators. In the event of such a removal and/or designation of a Board designee under this Section 2.4, the Holders shall vote their shares of the Company Stock as provided in Section 2.2 to cause: (a) the removal from the Board of the Board designee or designees so designated for removal by the appropriate Designators or Designators; and (b) the election to the Board of any new Board designee or designees so designated for election to the Board by the appropriate Designator or Designators.
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Changes in Board Designees. Subject to the provisions hereof, from time -------------------------- to time during the term of this Agreement, a Designator or Designators may, in their sole discretion: (a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 2; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 2 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided such removal and/or designation of a Board -------- Designee is approved in a writing signed by such Designators who are entitled to designate such Board Designee under Section 3. In the event of such removal and/or designation of a Board Designee under this Section 4, the Investors shall vote the Investor Shares as provided in Section 2 to cause: (a) the removal from the Company's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company's Board of Directors of any new Board Designee or Designees so designated for election to the Company's Board of Directors by the appropriate Designator or Designators. Any action by the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee and the Additional Series C Designee, if any, with respect to the Remaining Directors must be by a majority of such parties. In the event that there is a vacancy in the seat held by any of each of the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee or the Additional Series C Designee, if any, the Designator(s) of such Designee(s) may take action with respect to the Remaining Directors under Section 4 by written notice signed by the requisite majority or majorities of such Designator(s), as applicable. The Designators of the Remaining Directors will cooperate in good faith in connection with the actions set forth in this Section 4.
Sample 1
Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 3.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 3.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 3.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board Designee.
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Changes in Board Designees. Until the Termination Date, in the event that Vertex wishes, in its sole discretion, (a) to remove the Vertex Common Board Designee from the Company's Board of Directors; and/or (b) to designate a new Vertex Common Board Designee (whether to replace a prior Vertex Common Board Designee or to fill a vacancy in such Board seat), provided that such removal and/or designation of the Vertex Common Board Designee is approved in a writing signed by Vertex, each Stockholder shall vote its outstanding Stockholder Shares, and each Investor shall vote its outstanding Investor Shares, as may be necessary to cause: (a) the removal from the Company's Board of Directors of the Vertex Common Board Designee and (b) the election to the Company's Board Directors of any new Vertex Common Board Designee so designated by Vertex.
Sample 1
Changes in Board Designees. Until the Termination Date, in the event that any party entitled to designate a Series A Director wishes, in its sole discretion, (a) to remove such party's designee from the Company's Board of Directors; and/or (b) to designate a new Series A Director (whether to replace an existing Series A Director or to fill a vacancy in such Board seat due to death of, resignation or any other termination by the departing Series A Director), then such party shall have the sole right to appoint a successor Series A Director to replace the departing Series A Director and such successor Series A Director shall serve the remaining portion of the departing Series A Director's unexpired term; provided, however, that such party shall provide the Company with prior written notice of such party's intent to remove an existing Series A Director and/or designate a new Series A Director. Thereafter, the provisions set forth in Section 2.1 above shall govern the appointment of the Series A Directors, subject to the application of this Section 2.2.
Sample 1
Changes in Board Designees. From time to time during the term of this Agreement, the Designators may, in their sole discretion, designate a new Board Designee for election to a Board seat for which such Designators are entitled to designate the Board Designee under Section 5.1(a) hereof (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided such designation of a Board Designee is approved in a writing signed by Designators who are entitled to designate such Board Designee under Section 5.1(a), in which case such election of a new Board Designee will be binding on all Investors and Principal Common Shareholders. In the event of such a designation of a Board Designee under this Section 5.1(c), the Investors and the Principal Common Shareholders will vote their shares of the Company's capital stock as provided in Section 5.1(a) to cause the election to the Company's Board Directors of any new Board Designee or Designees so designated for election to the Company's Board of Directors by the Designators.
Sample 1

Related to Changes in Board Designees

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Changes in Common Stock If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed.

  • Changes in Capital Stock If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue as so changed.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Merger Without Meeting of Shareholders 10 ARTICLE II

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

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