Director Elections Sample Clauses

Director Elections. Steelcase and each Executive shall vote all of its or his Shares, including Shares in excess of the Threshold Amount, to elect the directornominees listed in Schedule 3.3 (or their respective successors selected in the manner described in Schedule 3.3); provided, however, that any party may vote its or his Shares against any such director-nominee if grounds exist to terminate the director-nominee "for cause" and such party provides a notification to the Company of the grounds for such conclusion. If any director-nominee listed in Schedule 3.3 is not elected as a result of the proviso in the preceding sentence, his successor shall be selected in the manner described in Schedule 3.3.

Director Elections. (i) For so long as 50% or more of the Preferred Stock issued pursuant to the Purchase Agreement remains outstanding, the Holders shall have the exclusive right, voting separately as a class, to elect one director (herein referred to as the “Preferred Director”) to the Board of Directors. A Preferred Director shall be elected by the affirmative vote, at a special meeting of Holders called for such purpose, or, to the extent permitted by the Certificate of Incorporation, the written consent, of the Holders of a majority of the then outstanding Preferred Stock. Each Preferred Director so elected shall serve for a term of one year (or, if the Board of Directors is divided into classes, the length of time that such Preferred Director is entitled to serve determined by reference to the class that such Preferred Director is included in, which, at the time of determination of such class, shall be the class that would be permitted to serve for the longest period of time) and until his or her successor is elected and qualified. The Preferred Director shall be entitled to receive notice of all meetings of any committee of the Board of Directors at the same time and in the same manner as the members of such committees of the Board of Directors, have full rights to attend all meetings thereof (whether such meetings are formal or informal, are convened in person, telephonically, or by any other telecommunication means), and the Company shall provide the Preferred Director all materials distributed to any committee of the Board of Directors and all other information related to the Company which is made available to, or which would otherwise be available upon reasonable request by, the committee members thereof. Any vacancy in the position of a Preferred Director may be filled only by the Holders. Each Preferred Director may, during his or her term of office, be removed at any time, with or without cause, by and only by the affirmative vote, at a special meeting of Holders of the Preferred Stock called for such purpose, or, to the extent permitted by the Certificate of Incorporation, the written consent, of the Holders of a majority of the then outstanding Preferred Stock. (ii) The Secretary of the Company (or such other person as may be required pursuant to the Certificate of Incorporation) may, and upon the written request of the holders of record of at least 25% of the then outstanding shares of Preferred Stock (addressed to the Board of Directors and the Secretary of ...

Director Elections. Illumina shall have duly elected the individuals to be listed as members of GRAIL’s post-Distribution board of directors in the Information Statement.

Director Elections. Members will vote for each vacant Director position separately. A candidate will be elected to the Board upon majority vote of the Members as a whole in addition to a majority of the Classes (three of the five) having a majority vote from the Members of the individual Class.

Director Elections. Each of the Key Holders shall vote any and all shares of the Company’s capital stock held by such Key Holder from time to time or over which such Key Holder has control (the “Stockholder Shares”), and shall take all other necessary or desirable actions within such Key Holder’s control (whether in such Key Holder’s capacity as a stockholder, director or officer of the Company or otherwise, subject to any applicable fiduciary duties owed to the Company), including without limitation calling meetings, attending and voting at meetings, executing a proxy to vote at any meeting, executing written consents to cause the election to the Company’s board of directors (the “Board”) of one person designated by the Investor from time to time (such person, the “Investor Designee”); provided that (i) the election of such person shall not be inconsistent with the rules of any securities exchange or trading market on which the Common Stock may then be listed for trading (any such rules, “Trading Rules”) and (ii) such person has been designated within the later of (1) six (6) months after the date of this Agreement or (2) six (6) months after the Second Closing Date (as defined in that certain Securities Purchase Agreement between the Investor and the Company, dated as of July 3, 2014). Without limiting the generality of the foregoing, but subject to the limitations set forth above, the Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, to nominate such designee for election by the stockholders of the Company as a director, and to cause the Board of Directors of the Company to recommend that the stockholders of the Company vote in favor of such election.

Director Elections. At each Member Meeting at which a Director position is scheduled for election by Members Using a Cooperative Service at a Location within the Cooperative Service Area (“Electing Members”), the Electing Members shall elect the Director from the Nominating Committee Nominations or Member Petition Nominations by a plurality of votes cast by Electing Members with a Member Quorum present in person or represented by Member Proxy or voting by Mail Ballot. In the case of a tie vote, the winner shall be determined by a flip of a coin with rules therefor determined by the individual presiding at the election. Electing Members may not vote for write-in candidates. As determined by the individual presiding at the Member Meeting, the number of votes received by each nominee will or will not be announced. If only one individual is nominated to run for election for a Director position scheduled for election by Members at the Member Meeting, then the individual presiding at the Member Meeting may announce that the nominated individual is elected by acclamation and no vote is required. In campaigning or soliciting support for nomination or election as a Director, an individual shall comply with any reasonable rules, requirements, or procedures prescribed by the Board, which rules, requirements, and procedures must apply equally to all nominated individuals. In campaigning or soliciting support for nomination or election as a Director, and unless offered and made equally available to any individual campaigning or soliciting support for nomination or election as a Director, an individual may not: (1) request or receive assistance, promotion, support, or endorsement from a Cooperative or Cooperative Subsidiary employee within the employee’s scope of employment; (2) request public support or endorsement from a Cooperative or Cooperative Subsidiary employee; or (3) use Cooperative resources, facilities, or assets.

Director Elections. At all times from the date of Separation Date until the earliest of (x) the Distribution Date, (y) December 31, 2024 and (z) the date on which Parent ceases to beneficially own at least fifty percent (50%) of the total voting power of SpinCo’s outstanding share capital entitled to vote in the election of the SpinCo Board: (a) SpinCo shall not, without the prior written consent of the Parent Board (which consent shall not be unreasonably withheld, conditioned or delayed) (i) propose or, subject only to applicable Law, name in any information circular, proxy or written consent of shareholders, any nominee for election to the SpinCo Board at any meeting of shareholders of SpinCo (including in any written consent of shareholders) other than a SpinCo director set forth in the Form S-1 Registration Statement filed by SpinCo on January 13, 2022, designated pursuant to, or otherwise to comply with, a contract or agreement entered into on or prior to the Separation Time or who has otherwise been appointed in accordance with clause (ii) of this Section 6.11(a) (including the proviso thereto); or (ii) appoint any person to the SpinCo Board (whether to fill a vacancy or otherwise) other than pursuant to, or otherwise to comply with, a contract or agreement entered into on or prior to the Separation Time; provided, however, that notwithstanding clause (ii) of this Section 6.11(a), SpinCo may appoint one additional director to the SpinCo Board without Parent’s consent prior to the first annual meeting of shareholders of SpinCo following the Separation Time where such additional director qualifies as a medical expert, as determined by the SpinCo Board, acting reasonably; and (b) all voting decisions made by or on behalf of Parent (including, for clarity, any such action taken by or on behalf of NumberCo, and the granting of any proxy) with respect to the SpinCo Common Shares beneficially owned by Parent and any other voting securities of SpinCo beneficially owned by Parent and entitled to vote at any annual or special meeting of shareholders of SpinCo (however noticed or called, and including any action by written consent) shall have previously been approved by the Parent Board.

Director Elections. (A) If the 5% Threshold will be satisfied at the Closing, one of the initial Series A Directors shall have been elected to the Board of Directors or, if neither Series A Director is eligible to serve on the Board of Directors in accordance with Section 4.10(i), one of the Alternate Designees shall have been elected to the Board of Directors if such Alternate Designee is eligible to serve on the Board of Directors in accordance with Section 4.10(i), or (B) if the 15% Threshold will be satisfied at the Closing, each of the initial Series A Directors shall have been elected to the Board of Directors or, if one or both of the initial Series A Directors are not eligible to serve on the Board of Directors in accordance with Section 4.10(i), one or both of the Alternate Designees shall have been elected to the Board of Directors if such Alternate Designees are eligible to serve on the Board of Directors in accordance with Section 4.10(i).

Director Elections. (a) In any election of Directors to the Board, except as set forth in Section 2.3(b), the Xxxxxx Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee (as defined in the Oaktree Shareholders Agreement). (b) At any time following the date that is six months following the later of (i) the date on which Xxxxxx Xxxxxx ceases to be the Chief Executive Officer of the Company or (ii) the date on which Xxxxxx Xxxxxx ceases to be a Director, in the case of a Contested Election, the Xxxxxx Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all Voting Securities beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all other Voting Securities of the Company that are beneficially owned by Shareholders (other than a Xxxxxx Shareholder, any of its Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to such Contested Election. For the avoidance of doubt, at any time following the date that is six months following the later of (i) the date on which Xxxxxx Xxxxxx ceases to be the Chief Executive Officer of the Company or (ii) the date on which Xxxxxx Xxxxxx ceases to be a Director, in the case of a Contested Election, the Xxxxxx Shareholders and their Affiliates (i) shall retain the right to vote in their sole discretion any of the Voting Securities beneficially owned by them up to the Voting Cap in respect of all or a portion of any slate of nominees and (ii) shall be subject to the restrictions set forth in Section 3.1 to the extent applicable with respect to the Person or Group pursuing or participating in such Contested Election.

Director Elections. (i) An annual meeting of the Limited Partners holding Outstanding Common Units for the election of Eligible Directors to the Board of Directors and such other matters as the General Partner shall submit to a vote of the Limited Partners holding Outstanding Common Units shall be held on such date and at such time as may be fixed from time to time by the General Partner at such place within or without the State of Delaware as may be fixed from time to time by the General Partner and all as stated in the notice of the meeting. Notice of the annual meeting shall be given in accordance with Section 13.5 not less than 10 days nor more than 60 days prior to the date of such meeting; provided, however, that the first such annual meeting shall be held in the calendar year commencing on January 1, 2022. (ii) The Limited Partners holding Outstanding Common Units shall vote together as a single class for the election of Eligible Directors to the Board of Directors. The Limited Partners described in the immediately preceding sentence shall elect by a plurality of the votes cast at such meeting persons to serve as Directors who are nominated in accordance with the provisions of this Section 13.4(b). The exercise by a Limited Partner of the right to elect the Eligible Directors and any other rights afforded to such Limited Partner under this Section 13.4(b) shall be in such Limited Partner’s capacity as a limited partner of the Partnership and shall not cause a Limited Partner to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize such Limited Partner’s limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business. (iii) A Director need not be a member of the General Partner or a Limited Partner; however, with the exception of the then-serving President or Chief Executive Officer, each Director must meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading (or if no such National Securities Exchange, the New York Stock Exchange). (iv) The number of Directors that shall constitute the whole Board of Directors of the General Partner shall be not less than five and not more than eight as shall be establ...