Classified Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possible. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes.
Classified Board. The certificate of incorporation and the by-laws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class I, Class II and Class III; and (ii) one Carlyle Nominee and one Merrill Nominee shall be allocated to each of Class I and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class shall expire.
Classified Board. As of the IPO Date, the Directors shall be divided into three classes and designated Class I, Class II, and Class III. The Board may assign Directors already in office immediately prior to the IPO Date to such classes. The initial term of the Class I Directors shall expire at the first annual meeting of Members to be held after the IPO Date, the initial term of the Class II Directors shall expire at the second annual meeting of Members to be held after the IPO Date, and the initial term of the Class III Directors shall expire at the third annual meeting of Members to be held after the IPO Date. Directors of each class shall hold office until their successors are duly elected and qualified or until such Director’s earlier death, resignation or removal. At each annual meeting of Members following the IPO Date, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of Members after their election. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.
Classified Board. (i) The Board shall be divided into three (3) classes of directors as follows: (A) the initial class I directors shall include Xxxxxxxx X. Xxxxx, Xxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxx, (B) the initial class II directors shall include Xxxxxx X. Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxx Xxxxx, and (C) the initial class III directors shall include Xxxxx X. Xxxxx, Xxxxxx X. XxXxxxxx and Xxxx Xxxxxxxxxxxx.
(ii) The initial term of the class I directors shall expire at the first annual meeting of the stockholders following the date hereof at which directors are elected. The initial term of the class II directors shall expire at the second annual meeting of the stockholders following the date hereof at which directors are elected. The initial term of the class III directors shall expire at the third annual meeting of the stockholders following the date hereof at which directors are elected. Following the expiration of the initial term of any class of directors, all subsequent terms of such class shall be for a period of three (3) years.
Classified Board. The Board shall be divided into three classes, as nearly equal in numbers as the then total number of directors constituting the entire Board permits with the term of office of one class expiring each year. At the first annual meeting of the stockholders, directors of the first class will be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class will be elected to hold office for a term expiring at the second succeeding annual meeting, and directors of the third class will be elected to hold office for a term expiring at the third succeeding annual meeting.
Classified Board. The Company represents and warrants that immediately prior to the execution and delivery hereof the Board is divided into three classes, with the Directors serving staggered three-year terms as follows:
(a) Class I Directors, whose initial terms continue through the 2022 annual meeting of the stockholders of the Company;
(b) Class II Directors, whose initial terms continue through the 2023 annual meeting of the stockholders of the Company; and
(c) Class III Directors, whose initial terms continue through the 2024 annual meeting of the stockholders of the Company and include the Eclipse Director.
Classified Board. Except for those directors, if any, elected solely and exclusively by the holders of any class or series of capital stock of the Corporation as provided for or fixed by or pursuant to the Certificate of Incorporation and then outstanding (collectively, the “Class/Series Directors” and each, a “Class/Series Director”), the Board of Directors shall be divided into three (3) classes, as nearly equal in number as possible, designated as Class I, Class II and Class III. The Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Second Amended and Restated Certificate of Incorporation of the Corporation in accordance with the General Corporation Law (the “Classification Effective Time”); the Class II directors shall initially serve until the second annual meeting of stockholders following the Classification Effective Time; and the Class III directors shall initially serve until the third annual meeting of stockholders following the Classification Effective Time. Commencing with the first annual meeting of stockholders following the Classification Effective Time, directors of each class the term of which shall then expire shall be elected to hold office for a three (3) year term and until the election and qualification of their respective successors in office, subject to such directors’ respective earlier death, resignation, disqualification or removal. From and after the Classification Effective Time, in case of any increase or decrease, from time to time, in the number of directors (other than in the number of Class/Series Directors), the number of directors in each class shall be apportioned by resolution of the Board of Directors as nearly equal as possible. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. For the avoidance of doubt, the classification of the Board of Directors into three (3) classes shall become effective upon the Classification Effective Time.
Classified Board. The Company shall take all necessary and desirable actions to ensure that, (a) in connection with the IPO, the Certificate of Incorporation in effect upon consummation of the IPO provides that the Board of Directors shall be classified into three classes of directors with staggered three-year terms, (b) the person then designated for election to the Board of Director by SoftBank (the “SoftBank Director”), if any, shall, following the consummation of the IPO, serve in the class of directors to be elected at the Company’s first annual meeting of stockholders following the IPO (the “First Annual Meeting”), and (c) the SoftBank Director shall be nominated for re-election to the Board of Directors at the First Annual Meeting (or action by written consent of stockholders pursuant to which directors of such class are to be elected). The Company shall use its reasonable efforts to cause the election of the SoftBank Director to the Board of Directors and will provide the same level of support as is used and/or provided for the other director nominees of the Company with respect to the First Annual Meeting (or action by written consent of stockholders pursuant to which directors of such class are to be elected).
Classified Board. At any time the Company's board of directors ---------------- is divided into two or more classes, the members nominated by the New Shareholder shall, to the extent practicable, be included in the respective classes in the same manner as are the members nominated by the Trustee and the Successor Trustees. The classification of the board of directors shall not cause any reduction in the number of directors the New Shareholder otherwise is entitled to nominate pursuant to this agreement, and nothing in this agreement shall be construed to permit any amendment to the Company's certificate of incorporation or by-laws (or comparable governing documents) ("Governing Documents") in contravention of section 2.5.
Classified Board. In accordance with the Certificate, and as indicated in Section 1.01, the initial Board shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board. Class I directors ("Class I Directors") shall be originally elected for a term expiring at the succeeding annual meeting of stockholders, Class II directors ("Class II Directors") shall be originally elected for a term expiring at the second succeeding annual meeting of stockholders, and Class III directors ("Class III Directors") shall be originally elected for a term expiring at the third succeeding annual meeting of stockholders, in each case following the Closing Date. The Sponsor Nominees shall at all times be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. If any resignation of Sponsor Nominees required by this Agreement shall result in more than one Sponsor Nominee (other than an Other Sponsor Nominee) serving in any class, each Stockholder Party shall use its best efforts to cause one such Sponsor Nominee to be elected to the vacancy created by the resignation of the Sponsor Nominee designated by the same Investor Group as the Director that is resigning; provided, that upon such election, such Sponsor Nominee shall resign from such Sponsor Nominee's original Director position.
