Election of Board Members. 3.1 From and at all times after the date hereof and until the expiration of this Agreement, Craven and Schaffer agree that they will vote (or cause to be voted) xxx xhares xx xxx Capital Stock of the Corporation now owned or held or hereafter acquired by them, directly or indirectly, so that:
(i) each of the three (3) persons identified by Investor or such other Person or Persons designated by Investor,(together with such other designated Persons, being referred to herein as the "Investor Representatives") as Investor's nominees to the Corporation's Board of Directors, at each election of the Corporation's; and
(ii) shall vote against any proposal to remove any Investor Representative as a Director (except in the case of any removal vote for cause). In addition, the Corporation and the Shareholders shall take (or cause to be taken) all other necessary or desirable actions to ensure that the Investor Representatives are or remain as duly elected members of the Board. In no event shall the Shareholders, the Corporation, the Board or any other Person (other than Investor) have the power to remove the Investor Representatives from the Board (other than for cause) without the prior written consent of the Investor. In the event that the number of Directors constituting the entire Board of Directors shall be increased by vote of the Board of Directors beyond five (5), each of the Shareholders shall be entitled to vote freely for or against such other Director(s) in his sole discretion. This voting agreement shall constitute an irrevocable proxy during the term of this Shareholder Agreement. The voting agreement and irrevocable proxy of the Shareholders set forth herein shall be contingent upon the nominees of Investor being, in each case, reasonably acceptable to the Shareholders.
3.2 In the event of the death, resignation or removal of any of the Investor Representatives at any time, or in the event any of the Investor Representatives shall not be elected to the Board at any election of directors for any reason, the Corporation shall, upon the request of the Investor, promptly (and in any event within five (5) days of such request) take such steps as may be necessary or appropriate to cause another Person designated by the Investor to become one of the Investor Representatives on the Board, including increasing the size of the Board and/or filling the resulting vacancy with an alternate Investor Representative. Such steps may include calling and holding, in acco...
Election of Board Members. At any time at which the ESOP is entitled to representation on the Board of Directors of the Employer or any corporation which owns more than fifty percent (50%) of the Employer, the board member or members for the ESOP shall be elected by the Administrative Committee. The Administrative Committee may not elect any individual to serve as the director selected by the ESOP if such person would not be eligible to be a member of the Administrative Committee pursuant to the provisions of Section 8.10 above."
Election of Board Members. Each holder of Shares will cast all votes to which such holder is entitled in respect of the Shares, by written consent, to: (i) fix the initial number of members of the board of directors of the Corporation (the “Board”) at thirteen members; and (ii) elect as the initial members of the Board the persons identified on Schedule 2 hereto. In addition, each holder of Shares will thereafter cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, to fix the number of members of the Board and to elect designees as follows:
2.1.1. The Investors will be entitled to designate members of the Board as follows:
2.1.1.1. The Xxxx Investors will be entitled to designate five (5) members of the Board; provided, however, that such number will be reduced to three (3) at such time as the Xxxx Investors hold Class A Common Shares in an amount less than fifty percent (50%) of the Original Xxxx Shares and shall be reduced to zero at such time as the Xxxx Investors hold Class A Common Shares in an amount less than ten percent (10%) of the Original Xxxx Shares.
2.1.1.2. Subject to Sections 2.1.1.4, 2.1.1.5 and 2.1.1.6, the Beaudier Group Investors will be entitled to designate three (3) members of the Board; provided, however, that, until such time as the Beaudier Group Investors acquire all of the Original Caisse Shares, such number will be reduced to two (2) at such time as the Beaudier Group Investors hold Class A Common Shares (excluding any Caisse Acquired Shares) in an amount less than fifty percent (50%) of the Original Beaudier Group Shares and shall be reduced to zero at such time as the Beaudier Group Investors hold Class A Common Shares (excluding any Caisse Acquired Shares) in an amount less than ten percent (10%) of the Original Beaudier Group Shares.
2.1.1.3. The Caisse Investors will be entitled to designate two (2) members of the Board; provided, however, that such number will be reduced to one (1) at such time as the Caisse Investors hold Class A Common Shares in an amount less than fifty percent (50%) of the Original Caisse Shares and shall be reduced to zero at such time as the Caisse Investors hold Class A Common Shares in an amount less than ten percent (10%) of the Original Caisse Shares. Any and all members of the Board designated by the Caisse Investors pursuant to this Section 2.1.
Election of Board Members. Effective not later than the Closing Date, the Company will have elected the parties identified on Schedule 5(CC) to serve as members of the Board of Directors of the Company for a term of not less than two years.
Election of Board Members. Stockholder agrees to vote all of its Merger Shares and other shares of voting securities in New Brooke Credit, whether now owned or hereafter acquired or which such Stockholder may be empowered to vote (together the “Shares”), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders:
(i) The number of directors which shall constitute the Board of Directors of New Brooke Credit (the “Board”) shall be fixed at seven (7); and
(ii) The Board shall consist of
(1) three (3) independent directors designated by Stockholder and approved by Xxxxxx X. Xxxxxxxxxxx (or his designee, successor or assign), such approval not to be unreasonably withheld (provided that no such approval shall be required with respect to Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx and/or Xxxxx Xxxxxxx), (2) two (2) directors designated by Stockholder and approved by Xx. Xxxxxxxxxxx (or his designee, successor or assign), such approval not to be unreasonably withheld (provided that no such approval shall be required with respect to Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx and/or Xxxxx Xxxxxxx), one of whom shall be designated Chairman as selected by Stockholder, and
Election of Board Members. The initial Board of Directors shall consist of six (6) individuals (each a "Board Member"). Newco shall elect three (3) individuals (the "Newco Members") to the Board of Directors. Newcourt Sub shall elect three (3) individuals (the "Newcourt Members") to the Board of Directors. The initial Newco Members and Newcourt Members are set forth on Schedule 6.2 attached hereto. Each individual elected by Newco may be removed by Newco at any time, with or without cause, upon written notice to the Members. Each individual elected by Newcourt Sub may be removed by Newcourt Sub at any time, with or without cause, upon written notice to the Members. An individual who serves on the Board of Directors may voluntarily resign at any time by delivering written notice to the Members. If an individual serving on the Board of Directors dies, resigns or is removed pursuant to this Section 6.2, Newco or Newcourt Sub, as the case may be, shall designate a replacement individual to serve on the Board of Directors within five (5) Business Days of such removal or resignation, and shall give the Members written notice of such designation.
Election of Board Members. 6 2.2 Board Meetings.............................................................. 9 2.3 Expenses.................................................................... 9
Election of Board Members. At signing of this Agreement, the Sellers shall vote the Sale Shares to elect such new members of the Company's board of directors, as the Purchaser shall have designated reasonably in advance. Until Closing, the Sellers shall vote the Sale Shares with regard to the election of board members only as directed by the Purchaser.
Election of Board Members. (a) As long as his individual sell-down of Class B Shares since the date immediately following the IPO does not exceed 35 % (i.e. the Founder’s total number of Class B Shares shall never fall below the respective threshold set forth in Annex 6.2(a)), each Founder shall, subject to Art. 6.2(b), be entitled to a Board seat and the Parties agree to vote for the election or re-election (as applicable) of each Founder as Board Member at any time during the term of this Agreement. If a Founder is no longer entitled to be elected as Board Member in accordance with the above mentioned rule, he is entitled to be engaged in another role as executive or paid executive advisory role in accordance with Art. 6.5. It being understood that such Founder may still be elected or re-elected (as applicable) as Board Member.
(b) If a Founder stands for re-election, the Parties shall vote for his selection at the Pool Meeting unless one of the following events has occurred and the majority of the other Members of the Extended Founder Teams request the concerned Founder to step down from his function as Board Member:
(i) the Founder is legally binding sentenced (rechtskräftig verurteilt) to prison for a committed crime for a period of more than three years or a specific crime as listed in the Agreement (the “Relevant Imprisonment”);
(ii) one of the following important reasons (wichtiger Xxxxx) has occurred and reaches the intensity of Art. 337 CO, i.e. the Company would be entitled to terminate the employment agreement of a respective Founder, namely: (A) the Founder is in good health and has refused to perform any services during a consecutive period of six months; or (B) the Founder has verifiably demanded and accepted bribes intended to provide a third party with advantages at the expenses of the Company.
Election of Board Members. (A) The number of directors constituting the Board of Directors of the Company and each Subsidiary, as fixed from time to time by the Board of Directors of the Company or any Subsidiary in accordance with the Company's or each Subsidiary's By-laws, shall initially be not less than five. At the election of the Requisite Preferred Holders, the Company shall use its best efforts to cause an Observer or such other individual appointed by the Requisite Preferred Holders to serve in place of an Observer, or a replacement thereof, to be nominated and elected to the Board of Directors of the Company and each Subsidiary, and any committee thereof (the "Series A Preferred Director"); provided, however, that such right of the Requisite Preferred Holders to designate and approve a director shall expire on the date of the regularly scheduled annual meeting of the stockholders of the Company held immediately after more than 75% of the shares of Series A Preferred Stock purchased on the Closing Date have been converted pursuant to this Certificate of Designation into Common Stock and, at the written request of the Company, the Series A Director shall resign its position as a director of the Company and each Subsidiary at such meeting.
(B) The Series A Preferred Director shall be removed without cause only by the Requisite Preferred Holders.
(C) The Company shall reimburse the Series A Preferred Director for all travel and related expenses incurred by the Series A Preferred Director in connection with attending such meetings and monitoring the investment of the Series A Preferred Holders in the Series A Preferred Stock.
(D) The Company and each Subsidiary shall maintain directors' and officers' insurance policies customary for companies similar to the Company and its Subsidiaries, which policies shall name as an insured, or otherwise provide insurance coverage to, the Series A Director.
