Election of Board. The directors shall be chosen by the Member. The initial directors of the Company shall be as set forth on Annex A hereto. At an annual meeting, each director shall be elected by the Member to serve until his or her respective successors shall be elected and shall qualify or until his or her earlier death, resignation or removal. Each director is hereby designated as a “manager” (within the meaning of the Act) of the Company.
Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause:
2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter;
2.2 the election to the Board of:
(a) one Class L-1 Director designated by the Carlyle Investors (a “Carlyle Designee”), so long as the Carlyle Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Carlyle Investors; provided, that the Carlyle Investors shall not have the right to designate any Carlyle Designees if the Carlyle Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Carlyle Investors;
(b) one Class L-1 Director designated by Xxxx Capital AIV (Loews) II, L.P. (a “Bain Designee”) so long as the Bain Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Bain Investors; provided, that Xxxx Capital AIV (Loews) II, L.P. shall not have the right to designate any Bain Designees if the Bain Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Bain Investors; provided, further, that the total number of Bain Designees on the Board shall not exceed one (1) at any time;
(c) one Class L-1 Director designated by the Spectrum Investors (a “Spectrum Designee”) so long as the Spectrum Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Spectrum Investors; provided, that the Spectrum Investors shall not have the right to designate any Spectrum Designees if the Spectrum Investors collectively own Shares representing les...
Election of Board. The Board shall be elected annually by the Members in accordance with this Section 7.2, and the Managers so elected to the Board shall serve as the Managers until a successor has been duly elected to the Board in accordance with this Section 7.2. A Person shall be elected as a Manager if the election of such Manager is approved by Members holding a majority of the outstanding Common Units by vote at a meeting held for such purpose or by action by written consent; provided, however, that if the Person so elected as a Manager was not a Manager immediately prior to such election, such election shall not be effective, and such Person shall not become a Manager, unless and until such Person has executed and delivered to the Company the written agreement of such Person to be bound by the terms of this LLC Agreement applicable to the Managers, in form and substance reasonably satisfactory to the Managers serving immediately prior to such election or to the Members holding a majority of the outstanding Common Units. Each Member hereby irrevocably agrees, in connection with each such meeting of the Members or written consent contemplated by this Section 7.2, to vote for such Managers as follows: (i) with respect to the PubCo Managers (as determined pursuant to Section 7.1(b)), as designated by PubCo prior to such meeting or written consent and (ii) with respect to the Non-PubCo Managers (as determined pursuant to Section 7.1(b)), the applicable number of the Non-PubCo Managers as designated by the holders of a majority of the Units then outstanding held by Members other than PubCo and its wholly-owned Subsidiaries.
Election of Board. Except as provided in Section 2.12 of this Agreement, the Directors shall be chosen by the Member. The initial Directors of the Company designated by the Member are Xxxxx X. Xxxxxxxxx and Xxxxx Xxx. Each Director is hereby designated as a “manager” (within the meaning of the Act) of the Company and notwithstanding the last sentence of § 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board, no single Director shall have the power to bind the Company and the Board shall have the power to act only collectively as the Board in the manner specified herein.
Election of Board. Summit shall have amended its bylaws, reconstituted its Board and elected and delegated powers and duties to the committees as required by Exhibit E, effective as of the Effective Time.
Election of Board. The Managers shall be chosen by the Managing Member. The initial Managers of the Company are set forth on Annex A hereto. Each Manager shall hold office until a successor is selected by the Managing Member or until such Manager’s death, resignation or removal.
Election of Board. The Board shall consist of five (5) directors. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director.
Election of Board. 3Dfx shall have reconstituted its Board, effective as of the Effective Time, such that its membership consists of those persons listed in EXHIBIT G to this Agreement.
Election of Board. At each AGM, the Participating Owners shall elect a Board, consisting of not less than three (3) and not more than five (5) persons. At the first AGM of the Participating Owners, the bare majority of Board members shall be elected for a two (2) year term and the balance shall be elected for a one (1) year term, and thereafter all Board members shall be elected for a two (2) year term at every second AGM, or until previously removed in accordance with the Agreement. An existing Board member may be eligible for re-election. Ownership of a Managed Unit is not necessary for election and to become a member of the Board, but at no time shall the Board consist of more than two (2) non-owner of a Managed Unit. If a Managed Unit has more than one Participating Owner, only one such Participating Owner may sit on the Board at one time.
Election of Board. After the Board of Directors has completed its term, the Shareholders may elect directors by unanimous written consent or by secret ballot, with those individuals receiving the most votes being deemed elected, subject to Spherix’s right to designate the Spherix Director pursuant to Section 2.2(b). In the event of a tie, a runoff election will be held within forty-eight (48) hours of the first vote among those individuals receiving the same number of votes to determine the remaining Directors of the Board.
