Election of Additional Directors Sample Clauses

Election of Additional Directors. On and from time to time after the date of this Agreement, so long as Xxxxxxx owns any shares of Non-Voting Common Stock of the Company, Kopin and Xxxxxxx shall vote (or cause to be voted) all securities of the Company owned by them at such times and entitled to vote on any matter mentioned below in this Section 8, and will cause each of their respective Affiliates to vote all such securities of the Company owned by such Affiliates at such time and entitled to vote on any such matter, in each case as follows:
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Election of Additional Directors. (a) As of the Effective Time, the Company shall have taken such actions as may be necessary or appropriate to create one (1) additional seats on the Board of Directors of the Company. The Investors, acting unanimously, shall have the right to propose the candidates for the vacancies created by the creation of such additional seats on the Board of Directors. The candidates proposed by the Investors shall not be employees, officers, directors, shareholders, consultants, advisors or affiliates of any Investor. The Board of Directors of the Company shall have the right, in its reasonable discretion, to withhold approval of any one or more candidate proposed by the Investors. Upon the proposal by the Investors of candidates reasonably acceptable to the Board of Directors of the Company, the Board of Directors shall appoint each such candidate to fill the vacancy created by the increase of the number of seats on the Board.
Sample 1
Election of Additional Directors. Davix X. Xxxxx, Xxllxxx X. Xxxxxx, Xxllxxx X. Xxxxx xxx Patrxxx X. Xxxxxxxx xxxll have been duly elected to the Board of Directors of the Company, effective as of the First Closing. At the First
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Election of Additional Directors. ... 12 Consolidation............................................. 13 Termination of Shareholder Rights Plan.................... 15
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Election of Additional Directors. In the combination agreement, the parties have agreed that immediately after the effective date of the combination, the Board of Directors will be comprised of 10 agreed upon individuals. The Corporation is asking the shareholders to elect four additional agreed-upon individuals to the Board of Directors, being Messrs. Xxxxx X. Xxxxxxxx Q.C., Xxxxx Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The election of all of the four additional directors will take effect at the effective time of the arrangement and such directors will hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed. The arrangement is conditional upon the election to the Board of Directors of these four individuals. THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO CAST THE VOTES TO WHICH THE COMMON SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE ELECTION OF THE NOMINEES WHOSE NAMES ARE SET FORTH BELOW, UNLESS THE SHAREHOLDER WHO HAS GIVEN SUCH PROXY HAS DIRECTED THAT THE SHARES BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Assuming the above nominees are elected, upon the combination being effective, the Board of Directors will consist of
Sample 1

Related to Election of Additional Directors

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • 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.

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • 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

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

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Number Designation Election Term Etc Section 1.

  • Election of Officers After their election the Managers shall meet and organize by electing a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, except those of President and Secretary, may be held by the same person.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

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