Designation of Board Member Sample Clauses

Designation of Board Member. The Company agrees to enter into and deliver to the Investor a Voting Agreement and Irrevocable Proxy, in the form attached hereto as Exhibit D, pursuant to which the Company shall cause to be nominated for, and Xxxxxxxx Xxxxxx agrees to vote all of the Common Stock beneficially owned by him in favor of, the election of one (1) individual to be designated from time to time by the Investor as a member of the Company’s Board of Directors (the “Designated Director”), to serve until such time as the Investor no longer hold any of the Shares, Warrants or Warrant Shares. The Company also agrees that, within fifteen (15) days following the Closing, it shall undertake to cause its Board of Directors to perform all steps necessary (including, if appropriate, an action to increase the size of the board to create a directorship vacancy as permitted by Section 3.11 of the Company’s Bylaws), to appoint the Designated Director to serve as a director of the Company until the Company’s next annual meeting of shareholders or until his or her successor is duly elected and qualified.
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Designation of Board Member. For the period hereafter indicated, Swank will have a right to designate one (1) natural person to serve as a member of the Board of Directors of GP. QRC will have the right to designate the remaining members of the Board of Directors of GP. In order to effect this right, QRC (or its Affiliates that own Member Interests) shall vote the Member Interests in GP owned by it in a manner so as to cause and maintain the election of the person so designated. Swank’s right to designate a member of the Board of Directors shall terminate upon the completion by the Company of an IPO. In addition, such right to designate a member of the Board of Directors shall terminate at such time (either before or after completion by the Company of an IPO) as Swank ceases to own at least five percent (5%) of the Common Units (measured on a fully-diluted basis that assumes that all outstanding warrants, options, rights and securities that are at any time exercisable for or convertible into Common Units have been so exercised or converted) held by Persons other than QRC or its Affiliates.
Sample 1
Designation of Board Member. Following the Closing, REI shall have the right to designate one member of the board of directors of the Company (the "Board"); provided, however, that unless otherwise agreed by Company, following any Default by REI, as hereinafter defined, such right will terminate and the remaining shareholders of Company shall have the right to immediately remove such Board member and (and REI hereby agrees to vote its shares in favor of such removal in such event) and immediately replace such Board member with another member nominated by Company, in its sole discretion.
Sample 1
Designation of Board Member. For the period hereafter indicated, the Investors will have a separate and independent right to designate one (1) natural person to serve as a member of the Board of Directors of GP. In order to effect this right, Parent (or its Affiliates that own Units) shall vote the membership interests in GP owned by it in a manner so as to cause and maintain the election of the persons so designated by the holders of a majority of the Common Units owned by the Investors. The Investors' right to designate a member of the Board of Directors shall terminate upon the completion by the Company of an Initial Public Offering.
Sample 1
Designation of Board Member. For the period hereafter indicated, Alerian and Swank will each have a separate and independent right to designate one (1) natural person to serve as a member of the Board of Directors of GP. QRC will have the right to designate the remaining members of the Board of Directors of GP. In order to effect this right, QRC (or its Affiliates that own Member Interests) shall vote the Member Interests in GP owned by it in a manner so as to cause and maintain the election of the persons so designated. Swank’s right to designate a member of the Board of Directors shall terminate upon the completion by the Company of an IPO. In addition, such right to designate a member of the Board of Directors shall terminate as to Alerian or Swank (or both) at such time (either before or after completion by the Company of an IPO) as such designating person ceases to own at least five percent (5%) of the Common Units (measured on a fully-diluted basis that assumes that all outstanding warrants, options, rights and securities that are at any time exercisable for or convertible into Common Units have been so exercised or converted) held by Persons other that QRC or its Affiliates.
Sample 1

Related to Designation of Board Member

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • Designation of Beneficiary Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest, if any, in the Restricted Shares awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit D (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company.

  • Resignation as Officer or Director Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

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

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Designation of Beneficiaries The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

  • Withdrawal and Resignation of Members Except in the event of Transfers pursuant to Section 10.06 and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

  • Resignation of NCPS NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.

  • 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.

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