Directors need not be Members Sample Clauses

Directors need not be Members. The Board of Directors may, from time to time and by the adoption of resolutions, establish qualifications for Directors.
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Directors need not be Members. Each of the Members agrees that such Member will, at all times after the date of this Agreement and until the settlement date of the first Underwritten Public Offering after the date hereof, vote all LLC Units now or hereafter owned by such Member at any meeting of Members and in whatever other manner is necessary to ensure that (x) the Board will at all times consist of at least (A) two nominees who shall be any two of the CERA Principals nominated by the CERA Principals (the "CERA Nominees"), (B) one nominee who shall be the chief executive officer of MCM (the "MCM Nominee"), (C) one nominee who shall be the Chief Executive Officer, if any, of the Company (the "CEO Nominee"), (D) three nominees who shall be such employees of CD&R, Brera or other Affiliates of Fund IV as shall be nominated by Fund IV and such of its Permitted Transferees who hereafter become owners of LLC Units (the "Fund IV Nominees") and (E) up to six additional nominees, who shall be persons not affiliated with CD&R, Fund IV, Brera or any of the CERA Principals, as may be nominated by Fund IV with the written consent of the Consenting CERA Principal, whose consent shall not be unreasonably withheld (the "Independent Nominees" and, together with the CERA Nominees, the MCM Nominee, the CEO Nominee and the Fund IV Nominees, the "Nominees") and (y) all such Nominees shall be duly elected. Of the Directors on the date hereof, Messrs. Yergin and _______ shall be the CERA Nominees, Mr. Xxxxx X. Xxxxx shall be the MCM Nominee, Messrs. Cribiore, Gordxx XxXxxxx xxx _______ shall be the Fund IV Nominees and Messrs. _______, _______, _______, _______, _______ and _______ shall be the Independent Nominees. Until the settlement date of the first Underwritten Public Offering after the date hereof, the Chairman shall always be a Fund IV Nominee and the Vice Chairman shall always be a CERA Nominee.
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Directors need not be Members. Subject to the provisions of this Article IV, the Board shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, including to delegate to agents, officers and employees of the Company, and to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein, including, without limitation, to exercise all of the powers of the Company set forth in Section 2.2 of this Agreement.
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Directors need not be Members. Directors may be re-designated. In addition to the powers and authorities that this Operating Agreement and the Articles of Organization expressly confer upon it, the Board, subject to this Article V, may exercise all such powers of the Company, and do all such lawful acts and things as are not by applicable statute or by the Articles of Organization or by this Operating Agreement directed or required to be exercised or done by the Members.
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Directors need not be Members. Each of the Members agrees that such Member will, at all times after the date of this Agreement and until the settlement date of the first Underwritten Public Offering after the date hereof, vote all LLC Units now or hereafter owned by such Member at any meeting of Members and in whatever other manner is necessary to ensure that (x) the Board will at all times consist of at least (A) two nominees who shall be any two of the CERA Principals nominated by the CERA Principals (the "CERA Nominees"), (B) one nominee who shall be the chief executive officer of MCM (the "MCM Nominee"), (C) one nominee who shall be the Chief Executive Officer, if any, of the Company (the "CEO Nominee"), (D) three nominees who shall be such employees of CD&R, Brera or other Affiliates of Fund IV as shall be nominated by Fund IV and such of its Permitted Transferees who hereafter become owners of LLC Units (the "Fund IV Nominees") and (E) up to six additional nominees, who shall be persons not affiliated with CD&R, Fund IV, Brera or any of the CERA Principals, as may be nominated by Fund IV with the written consent of the
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Related to Directors need not be Members

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

  • 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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