Chesapeake's Designation of Directors Sample Clauses

Chesapeake's Designation of Directors. In the event Chesapeake elects to do so in writing, at any time from and after the Closing Date until the termination of this Agreement, , the Board of the Company will appoint in accordance with its procedures for the appointment of directors as provided in its Articles of Association ("By-laws") and applicable law, two persons designated by Chesapeake who are senior executives of Chesapeake and one of whom is its chief executive officer (all such persons who, at any time, are or were designated by Chesapeake for purposes of this agreement are referred to herein as "Chesapeake Designees"). Chesapeake shall designate the Chesapeake Designees by written notice to the Company. After appointment of the Chesapeake Designees as provided herein, at each subsequent annual or special meeting for the election of directors of the Company, the Company will nominate the Chesapeake Designees in accordance with its By-laws. The Chesapeake Designees will receive, at the expense of the Company, the same expense reimbursement with respect to their services as directors of the Company as other directors of the Company but will not receive the compensation paid to the other outside directors of the Company. Upon termination of this Agreement in accordance with its terms, Chesapeake shall cause all Chesapeake Designees then serving as directors of Seven Seas to resign immediately. In the event any Chesapeake Designee shall cease to serve as a director for any reason other than the termination of this Agreement, the vacancy resulting thereby shall be filled by the remaining directors of the Company in accordance with its By-laws and applicable law by a new Chesapeake Designee who shall thereafter serve until the expiration of the term of the Chesapeake Designee replaced by the new Chesapeake Designee. Notwithstanding anything to the contrary contained herein, no Chesapeake Designee may be a person who previously has been a director of Seven Seas and was properly removed for cause from the board of directors of the Company or a person who has been convicted of a felony or a crime involving moral turpitude.
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Related to Chesapeake's Designation of Directors

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • 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

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • 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.

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • 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.

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