Composition and Election of Board of Directors Sample Clauses

Composition and Election of Board of Directors. (i) The Board of Directors of the Company shall initially consist of nine (9) members (collectively, the "Directors" and, individually, a "Director") , who shall be Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx. So long as, together with its Related Transferees, Xxxxxxx National holds in the aggregate Warrants and shares obtained upon exercise of the Warrants representing at least seventy-five percent (75%) of the Warrants initially issued to Xxxxxxx National, Xxxxxxx National shall have the right to designate one Director. So long as, together with its Related Transferees, MassMutual holds in the aggregate Warrants and shares obtained upon exercise of the Warrants representing at least seventy-five percent (75%) of the Warrants initially issued to MassMutual, MassMutual shall have the right to designate one Director (and, if MassMutual elects to exercise such right, the number of Directors of the Company shall be increased to ten (10)). Subject to the rights of the holder of the Series A Preferred Stock to elect Directors upon the occurrence of certain events, JFLEI shall be entitled to designate all Directors of the Company not designated by Xxxxxxx National and, if MassMutual elects to exercise its right to designate one Director, by MassMutual. (ii) Each Shareholder agrees to vote all shares of Common Stock now or hereafter owned by it, to cause each of its Related Transferees to vote all shares of Common Stock now or hereafter owned by it and otherwise to use its reasonable best efforts, to: (A) elect as Directors the persons designated by JFLEI, by Xxxxxxx National and, if MassMutual elects to exercise its right to designate one Director, by MassMutual, in accordance with Section 1(b)(i); (B) remove, with or without cause, (x) any Director designated by JFLEI in accordance with Section 1(b)(i), if requested by JFLEI, (y) any Director designated by Xxxxxxx National in accordance with Section 1(b)(i), if requested by Xxxxxxx National and (z) if MassMutual elects to exercise its right to designate one Director, any Director designated by MassMutual in accordance with Section 1(b)(i), if requested by MassMutual; and (C) cause any vacancy on the Board of Directors of the Company created by the death, resignation, incapacity or removal of (x) any Director designated by JFLEI in accordance with Section 1(b)(i), to be filled by a replaceme...
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Composition and Election of Board of Directors. (i) So long as, together with its Related Transferees, Purchaser I holds in the aggregate Warrants and shares obtained upon exercise of the Warrants representing at least seventy-five percent (75%) of the Warrants initially issued to Purchaser I, Purchaser I shall have the right to designate one member of the Board of Directors of the Company (collectively, the "Directors" and, each individually, a "Director"). (ii) So long as the Common Stock held by the Continuing Shareholders designated on SCHEDULE A as "Non-Management Shareholders" (the "Non-Management Shareholders") constitutes in the aggregate at least five percent (5%) of the issued and outstanding Common Stock, then the Non-Management Shareholders collectively shall have the right to designate one Director. (iii) Subject to the rights of the holders of the Series A 10% Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") to elect Directors upon the occurrence of certain events pursuant to the terms of the Certificate of Designations, Preferences and Relative Participating, Optional and Other Special Rights of the Series A Preferred Stock (the "Certificate of Designation"), JFL shall be entitled to designate all Directors of the Company not designated by Purchaser I or the Non-Management Shareholders. (iv) Each Shareholder agrees to vote all shares of Common Stock now or hereafter owned by it, to cause each of its Related Transferees to vote all shares of Common Stock now or hereafter owned by it and otherwise to use its reasonable best efforts, to: (A) elect as Directors the persons designated by JFL, by Purchaser I and by the Non-Management Shareholders in accordance with Section 1(a)(i), (ii) and (iii); (B) remove, with or without cause, (x) any Director designated by JFL in accordance with Section 1(a)(iii), if requested by JFL, (y) any Director designated by Purchaser I in accordance with Section 1(a)(i), if requested by Purchaser I; and (z) any Director designated by the Non-Management Shareholders in accordance with Section 1(a)(ii), if requested by the Non-Management Shareholders; (C) cause any vacancy on the Board of Directors of the Company created by the death, resignation, incapacity or removal of (x) any Director designated by JFL in accordance with Section 1(a)(iii) to be filled by a replacement Director designated by JFL, (y) any Director designated by Purchaser I in accordance with Section 1(a)(i) to be filled by a replacement Director designated by Purchaser I, and...
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Composition and Election of Board of Directors. (i) The Board of Directors of the Company shall initially consist of 12 members (collectively, the "Directors" and each, individually, a "Director"), who shall be John X. Xxxxxxxx, Olivxx X. Xxxxxxx, Xx., Xxepxxx Xxxxxxxxxx, Xxnaxx Xxxxxxxx, Xxhn X. Xxxxxx, Xxitx Xxxxx, Xxllxxx Xxxx, Xxomxx X. Xxxxxxx, Xxorxx Xxxxxx, Josexx Xxxxxx, Xxomxx X. Xxxxxxx xxx Jack X. Xxxxxx. XXLEI shall be entitled to designate all of the Directors of the Company other than the Person designated by Paribas pursuant to the Subscription Agreement.
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Composition and Election of Board of Directors. (i) The Board of Directors of the Company shall initially consist of 12 members (collectively, the "Directors" and each, individually, a "Director"), who shall be John X. Xxxxxxxx, Olivxx X. Xxxxxxx, Xx., Xxepxxx Xxxxxxxxxx, Xxnaxx Xxxxxxxx, Xxhn X. Xxxxxx, Xxitx Xxxxx, Xxllxxx Xxxx, Xxomxx X. Xxxxxxx, Xxorxx Xxxxxx, Josexx Xxxxxx, Xxomxx X. Xxxxxxx xxx Jack X. Xxxxxx. Xxe Fund shall be entitled to designate all of the Directors of the Company other than the Person designated by the Purchaser pursuant to Section 12(a). (ii) The Purchaser agrees to vote all shares of Common Stock now or hereafter owned by it (or over which it exercises voting power pursuant to a valid proxy or otherwise), to cause each of its Affiliates to vote all shares of Common Stock now or hereafter owned by it (or over which it exercises voting power pursuant to a valid proxy or otherwise) and otherwise to use its reasonable best efforts, to: (A) elect as Directors the persons designated by the Fund in accordance with Section 12(b)(i); (B) remove, with or without cause, (x) any Director designated by the Fund in accordance with Section 12(b)(i), if requested by the Fund and (y) any Purchaser Director once the Purchaser ceases to own at least twenty-five percent (25%) of the Shares; and (C) cause any vacancy on the Board of Directors of the Company created by the death, resignation, incapacity 5 5 any Director designated by the Fund in accordance with Section 12(b)(i), to be filled by a replacement Director designated by the Fund."
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Composition and Election of Board of Directors 
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Related to Composition and Election of Board of Directors

  • 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.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Composition of Committee A Union/Management Committee shall be established. The Employer and the Union shall each appoint two (2) representatives to the Union/Management Committee.

  • 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.

  • 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

  • Election of Directors The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Designation of Directors (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal. (b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that Xxxxx Xxxxxxx or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula: (c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of stockholders of the Company held to elect directors, provided that such Eligible Holder continues to hold such number of shares through the date of such meeting. The Board or its nominating committee shall include such designee in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of the stockholders of the Company held to elect directors. Notwithstanding anything to the contrary contained herein, an Eligible Holder shall not be entitled to designate more than one such designee. Notwithstanding anything to the contrary contained herein, Apollo may designate only one Person as an Eligible Holder during the term of this Agreement; PROVIDED, HOWEVER, that nothing in this subsection 5(c) shall limit Apollo's other rights to designate directors in accordance with subsection 5(b). (d) In the event that a person nominated and elected to the Board pursuant to subsection 5(b) or 5(c) shall cease to serve as a director for any reason, a successor shall be designated and nominated in the same manner and procedure as such former director was designated and nominated pursuant to subsection 5(b) or 5(c). (e) With respect to any Class A Director seat on the Board which is not to be filled pursuant to subsections 5(b), 5(c) or 5(d), the Board shall recommend to the stockholders of the Company for election as a director any person designated by a majority of the Board to fill such seat. (f) Each party hereto shall take such action as may be required so that all Class A Common Stock Beneficially Owned by it and all its Affiliates are voted, at any meeting of the stockholders of the Company held to elect directors, for the persons nominated to the Board pursuant to subsection 5(b), 5(c), 5(d) or 5(e). Each party and all its Affiliates, as Class A Stockholders, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Class A Common Stock Beneficially Owned by such party and its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. (g) Upon request by Apollo, one of the directors designated by Apollo in accordance with subsection 5(b) shall (i) serve on the Compensation Committee of the Board so long as such director is an independent director under Delaware law (it being agreed that being an employee or otherwise a representative of Apollo shall not by itself disqualify any such director from being independent) and (ii) serve on the Executive Committee, if any, of the Board (it being agreed that the Company shall be under no obligation to establish an Executive Committee).

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

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