Director Election. 26 Section 6.02. HSNi Director Appointment......... 26
Director Election. Prior to the Closing, the ----------------- Stockholder shall use all reasonable efforts to cause the directors of the Company and the Company to exercise all authority under applicable law (including, without limitation, if required, preparing, filing and mailing to the Company's stockholders an information statement (the "Company Information Statement") in accordance with Rule 14f-1 under ----------------------------- the Exchange Act) so that, effective upon the Closing, the Board of Directors of the Company shall consist of up to a majority of persons designated by HSNi (the precise number of which shall be determined by HSNi). Such designees shall be reasonably satisfactory to the Company's directors in the exercise of their fiduciary duties to the Company's stockholders. HSNi shall cooperate with the Company and shall provide to the Company the information required to be contained in the Company Information Statement, to the extent the Company Information Statement is required under the Exchange Act, concerning the persons proposed by HSNi to serve as Company directors.
Director Election. Election of directors need not be by written ballot unless the Bylaws shall so provide.
Director Election. After the Closing, Parent agrees that it will exercise reasonable best efforts to cause the Company's Board of Directors to elect at least such number of directors as necessary to comply with the Company's Certificate of Incorporation, as amended, and that at least two members of the Board of Directors of the Company designated by Parent shall be independent directors as defined under the rules for inclusion of the Company's Common Stock on the Nasdaq National Market.
Director Election. Xxxxxxxx Xxxxxxx, in his capacity as a member of the Company’s Board of Directors, agrees to recuse himself from deliberation and voting with regard to the appointment of a fifth director in the event the board determines to expand the size of the board following the 2011 Meeting. Such agreement by Xx. Xxxxxxx shall terminate on March 15, 2012.
Director Election. Rogex X. Xxxxxx xx the nominee of the Investors, shall have been elected as a director of the Company (together with any subsequent nominees of the Investors, the "Investors' Nominees") and the Company shall have entered into an Indemnification Agreement with the Investors' Nominee in the form attached hereto as Exhibit C.
Director Election. 29 5.7 Section 14(f) Information ........................................ 29
Director Election. Unless and except to the extent that the bylaws of the Corporation (the “Bylaws”) so require, the election of directors of the Corporation need not be by written ballot.
Director Election. Each of Kennxxx X.
Director Election. In the director election, the seven nominees for the WMIH board of directors receiving the highest number of affirmative votes cast at the meeting, in person or by proxy, will be elected as directors because directors are elected by a plurality of the votes cast.
