Election as Director. On the Closing Date, the Purchaser agrees to elect Xxxxxxx Xxxxxxx XX to the Board of Directors of the Company as the Purchaser Director. In the event Xx. Xxxxxxx (or such other person subsequently elected by the Purchaser to the Board of Directors of the Company), is unable or unwilling to serve as a director or is no longer employed by Purchaser, the Purchaser agrees to elect such member of senior management of the Purchaser ("Senior Officer") to the Board of Directors of the Company as Purchaser and the Company shall mutually agree. If the Company and the Purchaser cannot agree on such Senior Officer to be elected within five (5) days after the date on which the office of the Purchaser Director becomes vacant, Purchaser shall provide written notice (the "Designation Notice") to the Company of Purchaser's proposed Senior Officer to be elected and three (3) alternative Senior Officers. Within three (3) days after the Company's receipt of such notice from the Purchaser, the Company shall give Purchaser written notice of which of such four Senior Officers the Company designates from the Purchaser's written list of Senior Officers to be elected to the Board of Directors of the Company (the "Designated Senior Officer") and the Purchaser shall elect such Designated Senior Officer as the Purchaser Director. If the Company does not provide the Purchaser with written notice of its Designated Senior Officer within three (3) days after the Company's receipt of the Designation Notice, the Purchaser may elect its proposed Senior Officer as the Purchaser Director. The Company agrees not to hold any meeting of the Board of Directors or take any Board of Directors' action if the Purchaser Director office is vacant; provided, however, this sentence shall not be applicable if Purchaser has failed within five (5) Business Days of written notice from the Company that it proposes to hold a Board of Directors meeting or have the Board of Directors otherwise act to provide the Company with the Designation Notice. Notwithstanding the foregoing, if an Event of Default has occurred, Purchaser may elect any person it chooses to serve as the Purchaser Director and shall not be required to comply with the procedures set forth in this Section.
Election as Director. The Company shall use its best efforts to cause the Executive to remain elected as a member of the Company’s Board of Directors during the term of this Agreement. The Company and the Executive have entered into an indemnification agreement substantially similar to the form of agreement the Company has with the other members of the Board of Directors.
Election as Director. Franklin shall take all such action as may be necessary during the term of this Agreement to cause Executive to be elected and remain elected as a member and as Chairman of the Board of the Board of Directors of Franklin.
Election as Director. For so long as you continue to serve as the Company’s Chairman and CEO, the Company shall cause you to be nominated as a director of the Company at each shareholder meeting at which election of directors is considered and otherwise use its best efforts to cause you to be elected as a director of the Company.
Election as Director. At the Annual Meeting of Stockholders held on November 11, 1996, Rehm was re-elected a Director for a term to expire in 1999. The Xxxxany agrees to nominate him for re-election for a subsequent three-year term at the Annual Meeting of Stockholders in 1999, and Rehm agrees that he will serve in such capacity, if elected.
Election as Director. Within thirty (30) days of Closing, Baywood shall cause its board of directors to appoint Skae as a director of Baywood and to maintain such appointment, subject to approval by the shareholders of Baywood in accordance with the Certificate of Incorporation and the by-laws of that corporation, for the longer of (i) such period as Skae or Company is owed an amount exceeding One Hundred and Fifty Thousand Dollars ($150,000) by Baywood in connection with the sale and purchase of the Purchased Assets or (ii) Skae is employed by Buyer in the office of President (or such other office where the duties are materially similar to those duties of Skae as President).
Election as Director. At the Closing, Jamex X. Xxxxxx xxxll, unless he indicates in writing his intent otherwise, be elected as a member of the Board of Directors of Edac. If Jamex X. Xxxxxx xx elected as a director of Edac, (a) Edac shall maintain its current directors' and officers' liability coverage or such other coverage determined by the Board of Directors of Edac from time to time, at all times during which Jamex X. Xxxxxx xxxves as a member of the Board, and (b) Jamex X. Xxxxxx xxxll be entitled to the same rights regarding indemnification and advancement of expenses as enjoyed by the other directors of Edac. If Jamex X. Xxxxxx xx his counsel do not approve of the existing director indemnification or insurance, he shall not be required to serve as a director and Edac shall not be required to nominate him to the slate of directors.
Election as Director. At the next meeting of the Board of Directors, the Company will use its best efforts to obtain the nomination of, and so long thereafter as the Employee shall remain the President and Chief Executive Officer of the Company, the election of the Employee as a director of the Company. In the event that the Employee is, or is elected as, a director of the Company, the Employee shall perform all duties incident to such directorship faithfully and to the best of his ability.
Election as Director. Promptly after the Commencement Date, -------------------- the Board shall take such steps as may be necessary to create a vacancy on the Board and shall elect the Executive to fill that vacancy. Upon expiration of the Executive's term on the Board and while he remains President, the Company shall use all reasonable efforts to cause the Executive to be re-elected to the Board by Company shareholders.
Election as Director. Investor must have been elected as a director of the Company and each of the Subsidiaries and as Vice President, Finance and Administrator, of the Company, effective as of the Closing Date. A waiver of any condition precedent to the closing obligations of Investor and Xxxxxxxx will be valid and effective if approved orally or in writing by Investor or Xxxxxxxx, and any unsatisfied condition precedent will be deemed waived (without further action) by the Closing of the Transactions.
