Changes in Directors Sample Clauses

Changes in Directors. IT IS RESOLVED that the following be appointed additional Directors of the Company with immediate effect:- IT IS RESOLVED that the resignation of the following persons as Directors of the Company be accepted with immediate effect:- Xxxxx Xxxx Xx Xx Xx Xxxx
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Changes in Directors. From time to time during the term of this Agreement, the Majority PCF Investors may, in their sole discretion: (a) notify the Company in writing of an intention to remove from the Board of Directors any incumbent director who occupies a seat on the Board of Directors for which the Majority PCF Investors are entitled to designate the director pursuant to Section 5.2(a); or (b) notify the Company in writing of an intention to select a new person for election to a seat on the Board of Directors for which the Majority PCF Investors are entitled to designate (whether to replace a prior director or to fill a vacancy in such seat on the Board of Directors); provided, however, that the person so selected shall be reasonably acceptable to the nominating committee of the Board of Directors, if there is such a committee, or the independent members of the Board of Directors if there is no such committee. In the event of such an initiation of a removal or selection under this Section 5.3, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, calling meetings and soliciting the votes of the appropriate stockholders, and the Voting Parties shall vote their Voting Party Shares to cause: (A) the removal from the Board of Directors of the person or persons so designated for removal; and (B) the election to the Board of Directors of any new person or persons so designated (and absent any such designation such directorship shall remain vacant). So long as the Investor Directors may be designated for election pursuant to this Section V, any such Investor Director may be removed during the term of office, either for or without cause, by, and only by, the Majority PCF Investors.
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Changes in Directors. From time to time during the term of this Agreement, Voting Parties who hold sufficient Shares to designate a director pursuant to Section 2(a) of this Agreement (or, in the case of the Common Director, the CEO) may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company’s Board of Directors any incumbent director who occupies a Board seat for which such Voting Parties are (or, in the case of the Common Director, the CEO is) entitled to designate the director; or (ii) notify the Company in writing of an intention to select a new director for election to a Board seat for which such Voting Parties are (or, in the case of the Common Director, the CEO is) entitled to designate the director (whether to replace a prior director or to fill a vacancy in such Board seat). In the event of the removal or selection of a director under this Section 2(d), the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate stockholders, and the Voting Parties shall vote their Shares to cause: (a) the removal from the Company’s Board of Directors of the director or directors so designated for removal and (b) the election to the Company’s Board Directors of any new director or directors so designated.
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Changes in Directors. 3.1 It is resolved that: (a) the following person(s) be appointed as director(s) of the Company with immediate effect: (b) that the resignation of the following person(s) as director(s) of the Company be accepted with immediate effect:
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Changes in Directors. From time to time during the term of this Agreement, Holders who hold sufficient Shares to elect a director pursuant to this Agreement or who have a right to designate a Board member may, in their sole discretion:
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Changes in Directors. (1) The Company shall as soon as reasonably practicable inform the Sponsor if: (a) it is proposed to appoint any person a director of the Company before the Announcement Date; or (b) it is proposed that a director should cease to be a director of the Company before the Announcement Date; or (c) any person is appointed or ceases to be a director of the Company at any time before the Announcement Date.
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Changes in Directors. IT IS RESOLVED that the following persons be appointed additional directors of the Company with immediate effect: [to be left blank] IT IS RESOLVED that the resignation of the following persons as directors of the Company be accepted with immediate effect: [to be left blank] IT IS RESOLVED that the following person be appointed secretary of the Company with immediate effect: [to be left blank] IT IS RESOLVED that the resignation of the following person as secretary of the Company be accepted with immediate effect: [to be left blank] IT IS RESOLVED that the above changes in directors and secretary of the Company be reported to the [Companies Registry]/[Registrar of Companies]/[ ] on the forms specified by the [Companies Registry]/[Registrar of Companies]/[ ] as soon as possible and for this purpose, any one director or the new secretary of the Company be authorised to sign such forms. [all the directors of the Mortgaged Company to state their names and sign] Date: [to be left blank] 1 In respect of any Mortgaged Company other than the Target. 2 In respect of the Target. To: [CHINA CITIC BANK INTERNATIONAL LIMITED] (including its successors in title, assigns and transferees, the Security Agent) Dear Sir or Madam, Company Debenture dated [] between Ever Harmonic Global Limited (永和環球有限公司) and China CITIC Bank International Limited (the Security Agreement) [I/We] irrevocably authorise the Security Agent or any of the officers of the Security Agent to complete, date and put into effect:
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Changes in Directors. From time to time, Ligand may, in its sole discretion: (i) notify the Company in writing of an intention to remove from the Board any incumbent director who serves on the Board as the Ligand Director; or (ii) notify the Company in writing of an intention to select a new person for appointment or election to the Board as the Ligand Director (whether to replace a prior director or to fill a vacancy). In the event of such an initiation of a removal or selection under this Section 2, the Company shall take such reasonable actions as are necessary to facilitate such removal or appointment or election, including, without limitation, calling meetings and soliciting the votes of the appropriate stockholders of the Company, and the Voting Parties shall vote their Shares to cause: (A) the removal from the Board of the person or persons so designated for removal; and (B) the election to the Board of any new person or persons so designated by Ligand (and absent any such designation such directorship shall remain vacant). Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to limit or restrict a director or officer of the Company from acting in his or her capacity as a director or officer of the Company, as the case may be, and exercising his or her fiduciary duties and responsibilities, it being agreed and understood that this Agreement shall apply to each Founder solely in his capacity as a stockholder of the Company and shall not apply to his actions, judgments or decisions as a director or officer of the Company.
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Related to Changes in Directors

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

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Quorum; Acts of the Board At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

  • Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

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