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:
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. 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. 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. 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. 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. Section 1. By January 1 of each year, the current President will appoint a Nominating Committee of at least three (3) persons.
Election of Board. Representatives to the Board shall be ----------------- elected on an annual basis by a majority vote of the Class B Common Members. Notwithstanding the foregoing, upon any conversion of Crescent's Class A Preferred Membership Interest to a Class B Common Membership Interest pursuant to Section 10.2, Crescent shall have rights to elect Representatives that are at least as favorable on a proportional basis as the rights of any other Class B Common Member; provided that, for so long as Crescent (or any successor of Crescent by merger, consolidation or other similar transaction, unless such successor owns, directly or indirectly, real property in New York City or the New York-New Jersey-Connecticut tri-state area) retains at least 50 percent of its original Class B Common Membership Interest, in all events Crescent (or such successor) shall be entitled to elect at least one Representative to the Board.
