Class A Directors Sample Clauses

Class A Directors. At any annual meeting of stockholders, or special meeting held in place thereof, where any Class A Directors are due to be elected, the parties shall use all reasonable efforts to cause the election of the nominee or nominees referred to in Section 2.1(a)(i) as a Class A Director. Upon any vacancy occurring because of the death, disability, disqualification, resignation or removal of a Class A Director, the parties shall use their reasonable best efforts to cause the person filling such vacancy to be an officer or employee of the Company or its Subsidiaries nominated in accordance with Section 2.1(a)(i), and to cause such person to be elected or appointed as a Class A Director.
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Class A Directors. The Unaffiliated Holders shall be entitled by notice to the Company signed by or on behalf of the holders of a majority of such Class A Preferred Shares, and, to the exclusion of the holders of Common Shares, to appoint or remove two Directors to the Board, in accordance with Bye-law 24.2.
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Class A Directors. Highmark Health shall have taken all actions necessary to appoint the four Class A Directors to the Board of Directors of Highmark from and after the Effective Time in accordance with the terms of this Agreement and the Surviving Corporation Bylaws.
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Class A Directors. Not less than one (1) or more than six (6) of the directors shall be designated Class A directors. Within that range, the exact number of Class A Directors shall be determined from time to time by a majority of the Class A Directors then in office, though less than a quorum, or by the holders of Common Stock at the annual meeting of shareholders; provided that no Class A Director's term shall be shortened by a reduction in the number of Class A Directors. Class A directorships will initially be held by the six members of the Board of Directors who hold office on the date these Articles are filed with the Secretary of the State of Nevada, and such members will continue to serve pursuant to the terms hereof. Upon shareholder approval of these Amended and Restated Articles of Incorporation, Class A directors shall hold office for three (3) years and be divided into three (3) equal groups, Group One to initially hold office one year and to be elected in the first annual meeting after the date these Articles become effective, and every three years thereafter, Group Two to hold office for two (2) years and to be elected in the second annual meeting after the date these Articles become effective, and and every three years thereafter and Group Three to hold office for three (3) years and to be elected in the third annual meeting after the date these Articles become effective, and every three years thereafter.
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Class A Directors. Each of the present and future holders of Class A Common Stock hereby agrees (i) to vote his shares of Stock to elect Xxxxxxx Gold, Xxxx Xxxxxx, and Xxxxx Xxxxxx, as three of DHS' Class A Common Stock Directors for as long as their respective Employment Agreements with DHS are in full force and effect, and (ii) if then serving as a Class A Common Stock Director, to offer to resign as a director immediately upon termination of his employment with DHS.
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Class A Directors. (a) Each Designating Stockholder shall have the right (but not the obligation) to designate one Class A Director. If any vacancy is created by the departure for any reason of the Class A Director designated by any Designating Stockholder, such Designating Stockholder shall have right (but not the obligation) to designate a replacement for such departing Class A Director. If any Designating Stockholder chooses not to designate a Class A Director (or any replacement for a departing Class A Director) pursuant to this Section 2(a), then such Class A Director shall be designated by mutual agreement of the remaining Designating Stockholders; provided that, if (x) such remaining Designating Stockholders are unable to reach agreement as to the designation of such Class A Director or (y) there remains only one Designating Stockholder, then such Class A Director position (including any vacancy created by the departure of such Class A Director for any reason) shall be filled by the vote of a plurality of the Holders of Class A Common Stock, voting as a separate class, in the manner set forth in Section 2(b). (b) The Designating Stockholders shall by mutual agreement designate the fourth and fifth Class A Directors that the Class A Stockholders are entitled to nominate and elect pursuant to the Certificate of Incorporation; provided that each such Class A Director shall have the qualifications of an Independent Director and a Financial Expert set forth in the Certificate of Incorporation. If the Designating Stockholders are unable to reach agreement as to the designation of either of such Class A Directors, then any Class A Stockholder that is the Holder of at least 5% of the then outstanding shares of Class A Common Stock shall have the right to nominate an individual to serve as such Class A Director, and such Class A Director shall be elected by the vote of a plurality of the Holders of Class A Common Stock, voting as a separate class. If any vacancy is created by the departure for any reason of a Class A Director nominated and elected by the Class A Stockholders pursuant to this Section 2(b), a replacement for such departing Class A Director shall be nominated and elected by the Class A Stockholders in the manner set forth in this Section 2(b).
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Class A Directors. Each Class A Stockholder who is an employee of Doctors Health and a party to this Agreement hereby agrees (i) to vote his shares of Stock to elect Xxxxxxx Gold, Xxxx Xxxxxx, and Xxxxx Xxxxxx, as three of Doctors Health's Class A Common Stock Directors for as long as such Class A Common Stockholder is an employee of Doctors Health, and (ii) if then serving as a Class A Common Stock Director, to offer to resign as a director immediately upon termination of his employment with Doctors Health; provided, however, that the provisions of SECTION 8(B)(II) hereof shall not apply to Xxxxxxx Gold, Xxxx Xxxxxx and Xxxxx Xxxxxx.
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Class A Directors. The number of Class A Directors at any given time shall be the number of Class A Directors elected by the holders of the Class A Common Stock.
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Related to Class A Directors

  • Preferred Stock Directors Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors.

  • Initial Directors The first directors of Amalco shall be the persons whose name and address appear below: Xxxxxxxxxxx Xxxxx Xxxxxx 350 – 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Directors 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.

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

  • 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

  • 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.

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