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.
Election of Director. (a) Effective immediately following the Closing, the Company shall increase the size of the Board in order to elect or appoint the Buyer Designee to the Board to serve in the class of directors that are to be elected at the third annual meeting of the Company’s stockholders following the Closing Date and to serve for a term expiring at such meeting and until his or her successor is duly elected and qualified. The Buyer Designee shall not be entitled to serve on any committee of the Board.
(b) Upon the occurrence of the Buyer Board Seat Fall-Away, the Buyer shall cause the Buyer Director to, and the Buyer Director shall, immediately resign from the Board effective as of the date of the Buyer Board Seat Fall-Away, and the Buyer shall no longer have any rights under this Section 4.10.
(c) Following the Closing and until the occurrence of the Buyer Board Seat Fall-Away, at any annual meeting of the Company’s stockholders at which the term of the Buyer Director shall expire, the Buyer shall have the right to designate a Buyer Designee for election to the Board at such annual meeting. The Company shall include the Buyer Designee designated by the Buyer in the Company’s slate of nominees for the applicable annual meeting of the Company’s stockholders and shall recommend that the holders of Common Stock vote in favor of such Buyer Designee’s election and shall support the Buyer Designee in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate (it being understood that the Buyer shall not be required to submit its nomination of the Buyer Designee in accordance with the time periods set forth in Section 3(a)(2) of the Bylaws). Without the prior written consent of the Buyer, so long as the Buyer is entitled to designate a Buyer Designee for election to the Board in accordance with this Section 4.10, the Board shall not remove the Buyer Director from his or her directorship (except as required by Law, the Certificate of Designations or the Company Organizational Documents).
(d) In the event of the death, disability, resignation or removal of the Buyer Director as a member of the Board (other than resignation pursuant to Section 4.10(b)), the Buyer, if so entitled to nominate a director pursuant to this Section 4.10, may designate a Buyer Designee to replace such Buyer Director and the Company shall fill such resulting vacancy with such Buyer Designee.
(e) The Company’s obligations to nominate, appoint...
Election of Director. (I) At or prior to the effective time of the Merger (as such term is defined in Investor's Investment Agreement), the Board of Directors of the Company (as such term is defined in Investor's Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. and Eastshore Aviation, LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger.
(II) For so long as Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, holds not less than 35% of the number of shares of Common Stock (after accounting for any reverse stock split, pro rata repurchases or similar actions by the Company) acquired by Investor pursuant to Investor's Investment Agreement (the "DESIGNATING INVESTOR THRESHOLD"), the Company agrees to nominate, at the expiration of the term of the Investor's designee, a director nominee designated by the Investor for a successive three year term and, in the event the Investor's designee resigns, dies or become incapacitated, the Company shall cause the vacancy so created to be filled by a designee of the Investor to serve the unexpired term of the director being replaced, provided that, in either such case, the director designated or nominated by the Investor meets the basic qualifications for directors, if any, contained in the Company's bylaws applicable to all directors of the Company. If the Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, falls below the Designating Investor Threshold, its designee shall serve out his or her term, but Investor shall no longer have a right to designate a director to the Company's Board of Directors.
Election of Director. Unless the Nominating Committee of the Board of Directors does not approve the nomination of Mx. Xxx Xxxx, within 10 business days following the Company’s 2007 Annual Meeting of Common Stockholders the Company shall cause Mx. Xxxx to be elected to the Board of Directors of the Company. If the Nominating Committee does not so approve the nomination of Mx. Xxxx, then the Company shall promptly notify the Purchasers in writing to such effect and the holders of a majority of the Shares shall be entitled to nominate a substitute nominee within thirty (30) days of such notice by providing to the Company the name of the substitute nominee and the other information specified in Section 6 of the Certificate of Designations, in which event the substitute nominee shall be evaluated by the Nominating Committee and, if approved, the Company shall cause the substitute nominee to be elected to the Board of Directors. Mx. Xxxx or any substitute nominee shall be extended indemnification protection by the Company for his service as a director of the Company on terms substantially similar to the indemnification protection generally afforded other members of the Board of Directors. The position held by Mx. Xxxx or any substitute nominee on the Board of Directors shall thereafter be subject to the right of the holders of a majority of the Shares to designate an appropriate individual for nomination to the Board of Directors, as provided in Section 6 of the Certificate of Designations.
Election of Director. The Board of Directors of Parent shall have elected Alan Xxxxxx xx a director and co-Chairman of the Board of Directors of Parent contingent upon, and effective as of, the Closing; provided, however, that the conditions set forth in Section 5.14 are satisfied.
Election of Director. (a) Each of the Partnerships agrees to vote all Preferred Stock now owned or hereafter acquired by it, at any regular or special meeting of stockholders of IT called for the purpose, for, or otherwise to consent to, the election to the IT Board of Directors (the "Board") of the persons nominated in accordance with Section 2(b) hereof (the "Nominees").
(b) During the term of this Agreement, CP III shall be entitled to designate one Nominee; provided, that the Partnerships collectively Beneficially -------- Own shares of Preferred Stock representing not less than 57.14% of the votes entitled to be cast for members of the Board.
(c) If any Nominee shall be unable or unwilling to serve prior to his or her election to the Board, CP III shall be entitled to nominate a replacement who shall then be a Nominee for the purposes of this Agreement. If, following election to the Board, any Nominee shall resign or be removed for cause or be unable to serve by reason of death or disability, CP III shall, within thirty days of such event, notify the Board in writing of a replacement, and the Partnerships shall take such steps as may be necessary to elect such replacement to the Board to fill the unexpired term of the Nominee.
Election of Director. On all matters relating to the election of directors of the Company, the Key Stockholder agrees to vote all Shares held by it (or the holders thereof shall consent pursuant to an action by written
1. consent of the stockholders) so as to elect to the Company's Board of Directors one (1) individual nominated by the holders of a majority in interest of the Investor Shares. On all matters relating to the election of directors of the Company, the Investor agrees to vote all Investor Shares held by it (or the holders thereof shall consent pursuant to an action by written consent of the stockholders) so as to elect to the Company's Board of Directors one (1) individual nominated by the holders of a majority in interest of the Investor Shares. Any vote taken to remove any director elected pursuant to this Section 1.2, or to fill any vacancy created by the resignation of a director elected pursuant to this Section 1.2, shall also be subject to the provisions of this Section 1.2.
Election of Director. In any election of directors of the Company, each McCaw Entity (including without limitation ERH) shall vote all of xxx Shares in favor of the election of the Bell Director, it being understood that the initial Bell Director, to be elected immediately following the execution and delivery of this Agreement, shall be Michael J. Sabia, provided, however, that if the Company reasonabxx xxxxxxxxxx xxxx compliance with the terms of this
Election of Director. (a) Upon the closing of the Merger and for so long as the Holders of Series G Preferred and/or their transferees continue to hold more than 50% of the shares of Series G Preferred issued in the Merger, in any election of directors of the Company, the Investors shall
Election of Director. The Company will use its best efforts to cause the election, at all shareholders' meetings called for the purpose of electing directors of the Company or in any other action taken to elect such directors, of one person designated by Holder as a nominee (the "Designated Director"). If a vacant directorship arises due to the resignation or disability of the Designated Director, or if the Designated Director is removed for any reason, the Company will use its best efforts to cause the appointment of another person designated by Holder to replace the Designated Director.
