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 the Company, in each case, at the principal office of the Company) shall, call a special meeting of the Holders for the election of the Preferred Director to be elected by them as herein provided. Such call shall be made by notice to each Holder by first-class mail, postage prepaid (return receipt requested) at its address as it appears in the register of the Company and such notice shall be mailed at least ten (10) days but no more than fifteen (15) days before the date of the special meeting, or as required by law. Such meeting shall be held at the earliest practicable date upon the notice required for special meetings of stockholders at the place designated by the Secretary of the Company. If such meeting shall not be called by a proper officer of the Company or a proper member or members of the Board of Directors within ten (10) days after receipt of such written request by the Board of Directors and the Secretary of the Company (in the manner provided above), then the Holders of at least 25% of the shares of Preferred Stock then outstanding may call such meeting at the expense of the Company (the reasonable expenses related thereto to be reimbursed to the Holders as incurred), and such meeting may be called by such Holders upon the notice required for special meetings of stockholders and shall be held at the place designated in such notice. Any Holder that would be entitled to vote at any such meeting shall have access to the stock books of the Company for the purpose of causing a meeting of Holders to be called pursuant to the provisions of this Section 4(d)(ii). (iii) In case of a vacancy occurring in the office of any Preferred Director so elected pursuant to Section 4(d)(i) hereof, the Holders of a majority of the then outstanding Preferred Stock may, at a special meeting of the Holders or by written consent, elect a successor to hold office for the unexpired term of such Preferred Director.
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Samples: Stock Purchase Agreement (Chaparral Energy, Inc.), Merger Agreement (Chaparral Energy, Inc.)
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 Directors 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, vote of the Holders Electing Members of a majority of the then outstanding Preferred Stockeach Director District at each Annual Member Meeting. 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 (Cooperative shall place in nomination from Director District Nominations or Member Petition Nominations the names of the candidates from each Director District for which a Director position is scheduled for election. The candidate from each Director District receiving the highest number of votes cast by the Electing Members from such Director District present in person or voting by other person permitted means at such Member Meeting shall be considered elected as a Director. In the event there is only one candidate duly nominated for election to a Director position, the single candidate nominated shall be deemed elected by acclamation as an unopposed candidate, and no voting shall be required for such uncontested Director District election. The notice of the Annual Member Meeting shall state the name of the candidate elected by acclamation, and the individual presiding at the Annual Member Meeting may announce that the uncontested candidate was elected by acclamation, and that no vote was required. Each elected Director shall take office as of the time set forth below in Section 4.5. A Member may be required pursuant an "Electing Member" for only one Director District. For purposes of determining eligibility of a Member for Director District election voting, a Member will be deemed to be an "Electing Member" of that Director District in which the Certificate records of Incorporationthe Cooperative show the membership of the Member is held. If a Member Uses a Cooperative Service at locations in more than one Director District, then (1) mayif the Member is an Individual, the Member is deemed an Electing Member of the Director District in which the Member's permanent legal residence is located; and (2) if the Member is an Individual and does not have their permanent legal residence located within a Director District, or if the Member is an Entity, the Member will be deemed an Electing Member of the Director District in which the Member first Used, and continues to Use, a Cooperative Service. All votes for Directors shall be by ballot submitted by an Electing Member in person, by mail, or by Electronic transmission. The Cooperative shall at each Member Meeting provide a registry which shall be verified by each Member as he/she makes his/her appearance, and forthwith 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 the Companysuch registration, in each case, at the principal office of the Company) shall, call Electing Member who has not submitted a special meeting of the Holders ballot by mail or Electronic transmission shall receive a "Ballot For Directors" for the election of a Director from the Preferred Director District of the Electing Member, if a contested election for such District is to be elected by them as herein providedheld at such Member Meeting. Such call shall be made by notice to each Holder by first-class mail, postage prepaid (return receipt requested) at its address as it appears in the register of the Company and such notice shall be mailed at least ten (10) days but no more Not less than fifteen (15) days before a Member Meeting, the Cooperative shall make available, via mail or Electronically, a "Ballot for Directors" to each Electing Member in the Director Districts from which Directors are to be elected that year in a contested election. A Ballot for Directors shall be in the form prescribed by the Board and shall contain the name of the candidates, listing first any incumbent candidate, then as listed in order of Director District Nominations and next Member Petition Nominations, and shall also contain spaces opposite the candidate's name in which a Member may indicate the Member’s vote for such candidate. Any Electing Member of a Director District may vote Electronically or by mail by returning the Ballot for Directors to the Cooperative by enclosing the ballot in a return envelope, which envelope includes the Electing Member's name and address and is addressed to the Secretary. When a Ballot for Directors is received by mail, Electronically or through personal delivery to the Cooperative’s official headquarters on or before 9:00 a.m. on the date of the special meetinga Member Meeting, or as required by law. Such meeting it shall be held at accepted and counted as a vote for Directors by ballot of such Electing Member. In the earliest practicable date upon event of a tie vote between two candidates, the notice required for special meetings Director shall be determined by a flip of stockholders at a coin with the place designated person whose last name appears first in the alphabet choosing heads or tails and the winner shall be the Director. In the event of a tie vote of more than two candidates, the Director shall be determined by a flip of a coin with each candidate selecting either heads or tails. The candidate whose last name is first in the Secretary of alphabet shall choose first, the Companycandidate whose last name is second in the alphabet shall choose second, and so on. If such meeting more than one candidate is left after the first coin flip, the same process shall not be called by a proper officer of the Company or a proper member or members of the Board of Directors within ten (10) days after receipt of such written request by the Board of Directors followed until one candidate is left and the Secretary of the Company (in the manner provided above), then the Holders of at least 25% of the shares of Preferred Stock then outstanding may call such meeting at the expense of the Company (the reasonable expenses related thereto to be reimbursed to the Holders as incurred), and such meeting may be called by such Holders upon the notice required for special meetings of stockholders and last candidate shall be held at the place designated in such notice. Any Holder that would be entitled to vote at any such meeting shall have access to the stock books of the Company for the purpose of causing a meeting of Holders to be called pursuant to the provisions of this Section 4(d)(ii).
(iii) In case of a vacancy occurring in the office of any Preferred Director so elected pursuant to Section 4(d)(i) hereof, the Holders of a majority of the then outstanding Preferred Stock may, at a special meeting of the Holders or by written consent, elect a successor to hold office for the unexpired term of such Preferred Director.
Appears in 1 contract
Samples: Bylaws Amendment
Director Elections. (a) Genworth Canada shall give written notice to the Applicable GNW Shareholder(s) and Genworth Financial of any meeting of shareholders of Genworth Canada at which directors are to be elected (a “Director Election”) at least 20 days and not more than 30 days prior to the record date for the meeting, which notice shall specify the record date and the proposed meeting date.
(b) Following receipt of such notice, Genworth Financial and the Applicable GNW Shareholder(s) shall choose whether to (i) For so long as 50% exercise, or more cause to be exercised, the rights to elect directors attached to the Special Share, or instead (ii) exercise, or cause to be exercised, the voting rights attached to the Common Shares beneficially owned by Genworth Financial in respect of the Preferred Stock issued pursuant election of directors, in each case at or in connection with such Director Election, and shall notify Genworth Canada of such choice not later than five Business Days before the record date for the meeting; provided, however that if Genworth Financial and the Applicable GNW Shareholder(s) do not notify Genworth Canada of any choice, they shall be deemed to have chosen to exercise the voting rights attached to the Purchase Agreement remains outstandingCommon Shares beneficially owned by Genworth Financial in respect of the election of directors. In respect of any particular Director Election, (i) if Genworth Financial and the Applicable GNW Shareholder(s) choose to exercise, or cause to be exercised, the Holders shall have the exclusive right, voting separately as a class, rights to elect one director (herein referred to as the “Preferred Director”) directors attached to the Board of Directors. A Preferred Director shall be elected by Special Share, Genworth Financial and the affirmative Applicable GNW Shareholder(s) agree not to vote, at a special meeting of Holders called for or to cause not to be voted, the Common Shares beneficially owned by Genworth Financial in connection with such purposeDirector Election, orand (ii) if Genworth Financial and the Applicable GNW Shareholder(s) choose to exercise, or cause to be exercised, the voting rights attached to the extent permitted Common Shares beneficially owned by Genworth Financial in respect such Director Election, Genworth Financial and the Certificate of IncorporationApplicable GNW Shareholder(s) agree not to exercise, or to cause not to be exercised, 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 rights to serve determined by reference elect directors attached to the class that Special Share in connection with 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 StockElection.
(c) If Genworth Financial and the Applicable GNW Shareholder(s) have chosen to exercise, or cause to be exercised, the voting rights attached to the Common Shares beneficially owned by Genworth Financial in respect of a Director Election, Genworth Canada agrees to nominate for election as directors of Genworth Canada in such Director Election a number of persons specified by the Applicable GNW Shareholder(s) holding Common Shares equal to the number of directors the holder of the Special Share would have been entitled to elect, had Genworth Financial and the Applicable GNW Shareholder(s) chosen to exercise, or cause to be exercised, the rights to elect directors attached to the Special Share. In such event, the Applicable GNW Shareholder(s) holding Common Shares shall notify Genworth Canada of such nominees (the “Genworth Financial Nominees”) in the notice provided pursuant to Section 2.03(b) and Genworth Canada shall (i) disclose the choice of Genworth Financial and the Applicable GNW Shareholder(s) in the management information circular relating to the applicable Director Election, (ii) The Secretary include the Genworth Financial Nominees in the management information circular and form of the Company (or such other person as may be required pursuant proxy relating to the Certificate applicable Director Election as nominees of Incorporation) maymanagement, and upon the written request (iii) solicit proxies from shareholders of the holders Genworth Canada in favour of record of at least 25% of the then outstanding shares of Preferred Stock (addressed to the Board of Directors and the Secretary of the Company, in each case, at the principal office of the Company) shall, call a special meeting of the Holders for the election of the Preferred Director to be elected by them as herein provided. Such call shall be made by notice to each Holder by first-class mail, postage prepaid (return receipt requested) at its address as it appears in the register of the Company and such notice shall be mailed at least ten (10) days but no more than fifteen (15) days before the date of the special meeting, or as required by law. Such meeting shall be held at the earliest practicable date upon the notice required for special meetings of stockholders at the place designated by the Secretary of the Company. If such meeting shall not be called by a proper officer of the Company or a proper member or members of the Board of Directors within ten (10) days after receipt of such written request by the Board of Directors and the Secretary of the Company (in the manner provided above), then the Holders of at least 25% of the shares of Preferred Stock then outstanding may call such meeting at the expense of the Company (the reasonable expenses related thereto to be reimbursed to the Holders as incurred), and such meeting may be called by such Holders upon the notice required for special meetings of stockholders and shall be held at the place designated in such notice. Any Holder that would be entitled to vote at any such meeting shall have access to the stock books of the Company for the purpose of causing a meeting of Holders to be called pursuant to the provisions of this Section 4(d)(ii)Genworth Financial Nominees.
(iiid) In case of a vacancy occurring The covenants in this Section 2.03 shall exist only for so long as the office of any Preferred Director so elected pursuant to Section 4(d)(i) hereof, the Holders of a majority of the then outstanding Preferred Stock may, at a special meeting of the Holders or by written consent, elect a successor to hold office for the unexpired term of such Preferred DirectorSpecial Share is outstanding.
Appears in 1 contract
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 the Company, in each case, at the principal office of the Company) shall, call a special meeting of the Holders for the election of the Preferred Director to be elected by them as herein provided. Such call shall be made by notice to each Holder by first-class mail, postage prepaid (return receipt requested) at its address as it appears in the register of the Company and such notice shall be mailed at least ten (10) days but no more than fifteen (15) days before the date of the special meeting, or as required by law. Such meeting shall be held at the earliest practicable date upon the notice required for special meetings of stockholders at the place designated by the Secretary of the Company. If such meeting shall not be called by a proper officer of the Company or a proper member or members of the Board of Directors within ten (10) days after receipt of such written request by the Board of Directors and the Secretary of the Company (in the manner provided above), then the Holders of at least 25% of the shares of Preferred Stock then outstanding may call such meeting at the expense of the Company (the reasonable expenses related thereto to be reimbursed to the Holders as incurred), and such meeting may be called by such Holders upon the notice required for special meetings of stockholders and shall be held at the place designated in such notice. Any Holder that would be entitled to vote at any such meeting shall have access to the stock books of the Company for the purpose of causing a meeting of Holders to be called pursuant to the provisions of this Section 4(d)(ii).
(iii) In case of a vacancy occurring in the office of any Preferred Director so elected pursuant to Section 4(d)(i) hereof, the Holders of a majority of the then outstanding Preferred Stock may, at a special meeting of the Holders or by written consent, elect a successor to hold office for the unexpired term of such Preferred Director.
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