Designation and Election of Directors Sample Clauses

Designation and Election of Directors. (a) During the term of this Agreement, OIP III shall be entitled to nominate one director to serve as a member of the Xxxx Corp Board (the “Xxxx Corp Nominee”) and one director to serve as a member of the Xxxx Rental Board (the “Xxxx Rental Nominee”). (b) OIP III hereby designates Xxxxxxx X. Xxxxxxx as the Xxxx Corp Nominee and as the Xxxx Rental Nominee. (c) With respect to the Xxxx Corp Nominee, Iron Merger agrees to (i) vote (at any regular or special meeting of Xxxx Corp) or cause its direct and indirect subsidiaries to vote all of the Voting Securities of Xxxx Corp then Beneficially Owned by it (whether so Beneficially Owned as of the date hereof or hereafter acquired) in favor of, or otherwise to consent to the election or appointment of the Xxxx Corp Nominee to the Xxxx Corp Board; and (ii) take all other actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Xxxx Corp Nominee to the Xxxx Corp Board. (d) With respect to the Xxxx Rental Nominee, each of Iron Merger and Xxxx Corp agrees to (i) vote (at any regular or special meeting of Xxxx Rental) or cause its direct and indirect subsidiaries to vote all of the Voting Securities of Xxxx Rental then Beneficially Owned by it (whether so Beneficially Owned as of the date hereof or hereafter acquired) in favor of, or otherwise to consent to the election or appointment of the Xxxx Rental Nominee to the Xxxx Rental Board; and (ii) take all other actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Xxxx Rental Nominee to the Xxxx Rental Board. (e) If the Xxxx Corp Nominee or Xxxx Rental Nominee shall be unable or unwilling to serve prior to his or her election or appointment to the Xxxx Corp Board or Xxxx Rental Board, as applicable, OIP III shall be entitled to nominate a replacement who shall then be the respective Xxxx Corp Nominee or Xxxx Rental Nominee for the purposes of this Agreement. If, following election or appointment to the Xxxx Corp Board or Xxxx Rental Board, the Xxxx Corp Nominee or Xxxx Rental Nominee shall resign or be removed for cause or be unable to serve by reason of death or disability, OIP III shall, within 30 days of such event, notify the respective Xxxx Corp Board or Xxxx Rental Board in writing of a replacement, and all parties hereto shall take such steps as may be necessary to elect or appoint such replacement to the Xxxx Corp Board or the Xxxx Ren...
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Designation and Election of Directors. The Shareholders Agreement requires that the Initial Shareholders and their respective affiliates and permitted transferees vote or cause to be voted all of our voting shares beneficially owned by each and to take all other reasonably necessary action so as to elect to our Board so long as the Initial Shareholders beneficially own (i) more than 50% of the voting power of the Company, four directors (or, if the Board consists of eight directors, five directors) designated by FIG Advisors LLC, an affiliate of Fortress, which we refer to as FIG Advisors, or such other party designated by Fortress; (ii) between 25% and 50% of the voting power of the Company, three directors designated by FIG Advisors; (iii) between 10% and 25% of the voting power of the Company, two directors designated by FIG Advisors; and (iv) between 5% and 10% of the voting power of the Company, one director designated by FIG Advisors. The Initial Shareholders also agree to vote their shares or otherwise take all necessary action to cause (1) the removal, with or without cause, of any director previously nominated by FIG Advisors upon notice from FIG Advisors of its desire to remove such a director and (2) in the event a designee of FIG Advisors ceases to serve as a director during his term in office, the filling of such vacancy with an individual designated by FIG Advisors.
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Designation and Election of Directors. 24 8.4 Successors in Interest.............................................................................25 8.5
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Designation and Election of Directors. (a) So long as any shares of Series A Preferred Stock or Series B Preferred Stock shall be outstanding, the holders of Series A Preferred Stock and the holders of Series B Preferred Stock, voting together, shall together have the right to designate two directors for election to the Company's board of directors in accordance with the provisions of this Section 8. The designation made in accordance with the preceding sentence shall be made by the holders of a majority of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock. (b) So long as any shares of Series C Preferred Stock shall be outstanding, the holders of Series C Preferred Stock shall have the right to designate three directors (the "Series C Directors") for election to the Company's board of directors in accordance with the provisions of this Section 8. So long as Schrxxxx Xxxtures International Life Sciences Fund L.P. 1, together with its affiliates (collectively, "Schrxxxx"), holds at least 2,013,966 shares of Series C Preferred Stock, (as adjusted to reflect stock dividends, splits, combinations and other recapitalizations), the designation of one of the Series C Directors shall be made by Schrxxxx. Xx the event Schrxxxx xxxds less than 2,013,966 shares of Series C Preferred Stock, (as adjusted to reflect stock dividends, splits, combinations and other recapitalizations), the designation made in accordance with the preceding sentence shall be made by the holders of a majority of the issued and outstanding shares of Series C Preferred Stock. So long as International BM Biomedicine Holdings, Inc., together with its affiliates (collectively, "Biomedicine"), holds at least 2,209,945 shares of Series C Preferred Stock, (as adjusted to reflect stock dividends, splits, combinations and other recapitalizations), the designation of one of the Series C Directors shall be made by Biomedicine. In the event Biomedicine holds less than 2,209,945 shares of Series C Preferred Stock, , (as adjusted to reflect stock dividends, splits, combinations and other recapitalizations), the designation made in accordance with the preceding sentence shall be made by the holders of a majority of the issued and outstanding shares of Series C Preferred Stock. So long as Sprout Capital VII, L.P., together with its affiliates (collectively, "Sprout"), holds at least 3,020,952 shares of Series C Preferred Stock, , (as adjusted to reflect stock dividends, splits, combinations and other recapit...
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Designation and Election of Directors. 4.2.1 The Members shall be entitled to designate directors as hereinafter provided: 4.2.1.1 one individual designated by the BCASEHS; 4.2.1.2 one individual designated by Vancouver; 4.2.1.3 one individual designated by the Vancouver Police Board; 4.2.1.4 one individual designated by the following group: (a) each Police Board which directly holds a Class A Share or Class B Share, other than Vancouver Police Board and Delta Police Board; and (b) each Police Board which has a Class A Share or Class B Share in respect of Police Services held by its respective municipality, other than Vancouver Police Board and Delta Police Board; 4.2.1.5 such number of individuals as are set forth below, to be designated by the following designated group of Class A Members or Class B Members (each group being called a "Designated Group of Members"), if one or more of the Municipalities within a Designated Group of Members is a Class A Member or a Class B Member, as hereinafter set forth: No. of Individuals which may be Designated Designated Group of Members 0 Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx Xxxx, Xxxxx Xxxxxxxxx District and Lions Bay 1 or 2 2 individuals if Burnaby, together with any one or more of New Westminster, Coquitlam, Port Xxxxx, Port Coquitlam, Anmore and Belcarra are a Member; provided however that if Burnaby is not a Member, any one or more of New Westminster, Coquitlam, Port Xxxxx, Port Coquitlam, Anmore and Belcarra which is a Member can designate 1 individual to be a director 1 Richmond 2 Surrey, White Rock, Xxxxxxx City and Xxxxxxx District 1 Delta and the Delta Police Board 0 Xxxxx Xxxxx, Xxxx Xxxxxxx and Mission and 1 Abbotsford, Chilliwack and Fraser Valley Regional District 1 Squamish, Lillooet and Sechelt; 4.2.1.6 One individual designated by all other Members holding Class A Shares and Metro Vancouverthe GVRD, other than as set forth in Sections
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Designation and Election of Directors. The Directors shall be designated and elected to the Board by the Shareholders as follows: 董事的指定和选举。董事应由股东指定并选举为董事会成员，具体如下： (a) Based on their respective Equity Interests in VRB China (either alone or together in the aggregate with the Equity Interests in VRB China held by their respective Permitted Transferees), CES shall be entitled to designate Directors to the Board (each a “CES Director” and collectively the “CES Directors”) and VRB Cayman shall be entitled to designate Directors to the Board (each a “VRB Cayman Director” and collectively the “VRB Cayman Directors”) according to the following table: 根据其各自在VRB中国的股权（单独或与各自获准受让方合计持有的VRB中国股权），中能储有权根据下表向董事会指定董事（称为“中能储董事”），VRB开曼有权根据以下表格向董事会指定董事（称为“VRB开曼董事”）： % Equity Interests %股权 Greater than 50% 高于 50% Greater than 50% 高于 50% Greater than 50% 高于 50% 50% 50% Less than 50% and greater than 20% 低于 50%且高于 20% Less than 20% and greater than 10% 低于 20% 且高于 10% Less than 10% 低于 10% % Equity Interest %股权 Less than 10% 低于10% Less than 20% and greater than 10% 低于20%且高于10% Less than 50% and greater than 20% 低于50%且高于20% 50% 50% Greater than 50% 高于50% Greater than 50% 高于50% Greater than 50% 高于50% (b) If neither CES nor VRB Cayman is entitled to designate a Director pursuant to Section 3.3.4(a), then any individual may be nominated for election as a Director by any current Director or any Shareholder owning at least ten percent (10%) of the Equity Interests of VRB China and shall be elected to the Board upon the affirmative vote or consent of the Shareholder holding or the Shareholders collectively holding greater than fifty (50%) of the Equity Interests of VRB China.
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Designation and Election of Directors. 2 (c) Vacancies .................................. 2 (d)
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Designation and Election of Directors. On all matters relating to the election of the Board (by vote or written consent), the Shareholders agree to vote all Shares held by them so as to elect Directors to the Board as follows: (i) all of the individuals nominated by JPC; and (ii) during the Term (as defined in the Agreement), (A) for so long as the Officers' Co. holds a beneficial ownership interest in at least 75% of the maximum number of shares of the stock of the Company previously held, at any time, by the Officers' Co., two individuals nominated by the Officers' Co., and (B) for so long as the Officers' Co. holds a beneficial ownership interest in at least 50% of the maximum number of shares of the stock of the Company previously held, at any time, by the Officers' Co., one individual nominated by the Officers' Co. (the "EXECUTIVE MANAGEMENT DIRECTORS"); provided, that upon termination of the Agreement, any Executive Management Directors shall resign from the Board and the Officers' Co. shall no longer be entitled to nominate any Executive Management Directors under this Voting Agreement.
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Designation and Election of Directors. 4.2.1 The Members shall be entitled to designate directors as hereinafter provided: 4.2.1.1 one individual designated by the BCEHS; 4.2.1.2 one individual designated by Vancouver; 4.2.1.3 one individual designated by the Vancouver Police Board; 4.2.1.4 one individual designated by the following group: (a) each Police Board which directly holds a Class A Share or Class B Share, other than Vancouver Police Board and Delta Police Board; and (b) each Police Board which has a Class A Share or Class B Share in respect of Police Services held by its respective municipality, other than Vancouver Police Board and Delta Police Board; 4.2.1.5 such number of individuals as are set forth below, to be designated by the following designated group of Class A Members or Class B Members (each group being called a "Designated Group of Members"), if one or more of the Municipalities within a Designated Group of Members is a Class A Member or a Class B Member, as hereinafter set forth: Designated Group of Members 1 West Vancouver, North Vancouver City, North Vancouver District and Lions Bay and
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Related to Designation and Election of Directors

  • 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).

  • 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.

  • 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.

  • 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.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

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

  • 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.

  • Resignation of Directors and Officers All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

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