DESIGNEE TO THE BOARD OF DIRECTORS Sample Clauses

DESIGNEE TO THE BOARD OF DIRECTORS. The right granted to the Placement Agent by the Company pursuant to the 1997 Agency Agreement to designate a person to serve on the Company's Board of Directors or, alternatively, to designate and send a representative to observe each meeting of the Board of Directors is extended until October 20, 2001 and expended such that the Placement Agent shall have the right to designate two, not merely one, persons to serve on the Company's Board of Directors. If the Placement Agent designates a second person prior to the Closing of this Offering and the Company's 1998 Annual Meeting of Stockholders to be held on June 19, 1998 ("Annual Meeting"), the Company will permit such designee to observe each meeting of the Company's Board of Directors, as provided in the 1997 Agency Agreement, held prior to the Annual Meeting, and, at a regular or special meeting of the Board of Directors that will be held by the Company on June 19, 1998 immediately following the Annual Meeting, the Company will expand the Board of Directors by one person and elect such designee to immediately become a director of the Company, and, if the Closing of the Offering has not been held prior to the Annual Meeting, the designee's election shall be a condition to the Closing of the Offering.
Sample 1
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DESIGNEE TO THE BOARD OF DIRECTORS. (a) As specified in the Company's Certificate of Incorporation, as amended from time to time (the "Certificate of Incorporation"), a copy of which is attached hereto as Exhibit A, so long as at least 250,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), the holders of the Series A Preferred Stock, voting separately as a class, shall have the special and exclusive right to elect one director to the Board of Directors of the Company in accordance with the terms and conditions set forth in the Certificate of Incorporation. The Company agrees that it shall take all actions reasonably requested from time to time by the holders of record of shares representing at least 51% of the voting power of the Series A Preferred Stock then outstanding (the "Majority Holders") in order to give full force and effect to and to carry out the full intent of this paragraph (a) and Article Fourth, Section 7 of the Certificate of Incorporation. The Shareholders agree to vote their shares of Capital Stock of the Company in order to give full force and effect to and to carry out the full intent of this paragraph (a) and Article Fourth, Section 7 of the Certificate of Incorporation. (b) If, at any time, less than 250,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), but the Investor then holds in excess of 166,666 shares of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then the Investor shall have the special and exclusive right to designate one director to the Board of Directors of the Company. The director to be designated pursuant to this paragraph (b) may be removed with or without cause by the Investor at any time. If the director designated by the Investor pursuant to this paragraph (b) ceases to or is unable to continue in that capacity, the Investor shall nominate a replacement director for election to the Board of Directors of the Company. The Company agrees, for the purposes of this paragraph (b), that it shall (w) nominate the Investor's designee to the Board of Directors of the Company at each applicable meeting held to elect members to the Board of Directors of the Company from time to time, (x) take all actions to remove such director if requested by the Investor, (y) tak...
Sample 1
DESIGNEE TO THE BOARD OF DIRECTORS. For a period of three (3) years from the Effective Date, the Placement Agent shall have the right to designate a person to serve on the Company's Board of Directors, such person to be subject to the Company's approval, which shall not be unreasonably withheld. The Company will appoint such designee to the Board promptly after the Placement Agent designates such person and shall recommend and use its best efforts to have such designee elected at each annual or other meeting held after such appointment during the three-year period, at which directors of the Company are to be elected. Such designee shall receive no more or less compensation than is paid to other non-management directors of the Company. To the extent permitted by law, the Company will agree to indemnify the Placement Agent and its designee for the actions of such designee as a director of the Company. In the event the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it will, if possible, include each of the Placement Agent and its designee as an insured under such policy. The Company agrees to give the Placement Agent written notice of each such meeting of the board of directors and to provide the Placement Agent with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors.
Sample 1
DESIGNEE TO THE BOARD OF DIRECTORS. As specified in the Company's Certificate of Incorporation, as amended from time to time (the "Certificate of Incorporation"), a copy of which is attached hereto as Exhibit A, so long as at least 250,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), the holders of the Series A Preferred Stock, voting separately as a class, shall have the special and exclusive right to elect one director to the Board of Directors of the Company in accordance with the terms and conditions set forth in the Certificate of Incorporation. The Company agrees that it shall take all actions reasonably requested from time to time by the holders of record of shares representing at least 51% of the voting power of the Series A Preferred Stock then outstanding (the "Majority Holders") in order to give full force and effect to and to carry out the full intent of this paragraph (a) and Article Fourth, Section 7
Sample 1
DESIGNEE TO THE BOARD OF DIRECTORS. For a period of three (3) years from the Closing, the Placement Agent shall have the right to designate a person to serve on the Company's Board of Directors. The Company will appoint such designee to the Board promptly after the Placement Agent designates such person and shall recommend and use its best efforts to have such designee elected at each annual or other meeting held after such appointment during the three-year period, at which directors of the Company are to be elected. Alternatively, the Placement Agent shall have the right to designate and send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors. Such designee shall receive no more or less compensation than is paid to other non-management directors of the Company and such designee and representative shall be entitled to receive reimbursement for all reasonable costs incurred in attending such meetings, including, but not limited to, food, lodging and transportation.
Sample 1

Related to DESIGNEE TO THE BOARD OF DIRECTORS

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

  • 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.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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.

  • 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

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

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