Election of Directors and Board Representation Sample Clauses

Election of Directors and Board Representation. (a) Pursuant to the Bylaws of the Corporation, the number of directors comprising the Board is fixed by resolution of the Board at seven (7) and the affirmative vote required for action by the Board is fixed at a majority of the members of the Board. The Stockholders shall vote their respective Voting Shares and take all other actions reasonably necessary to maintain the number of members of the Board at seven (7) and maintain the aforementioned majority voting provision. (b) During the term of this Agreement, all of the Voting Shares held by a Stockholder, whether now owned or hereafter acquired, shall be voted to elect directors in accordance with, and in order to give effect to, the following and each Stockholder shall take all actions reasonably necessary to cause itself or, as the case may be, its nominee on the Board, subject to applicable law, to give effect to the following: One (1) member of the Board shall be nominated for election by KL to fill one seat on the Board (the "KL Board Member"); provided, that KL's right to nominate one director pursuant to this Section 2(b)(i) and Section 4 of this Agreement shall continue so long as KL and its Permitted Transferees collectively are the beneficial owners of at least Ten Percent (10%) of all outstanding shares of capital stock of the Company entitled to vote for the election of directors to the Board of the Company (as adjusted for stock splits, stock combinations and similar events). The Stockholders will, at all times, take all actions and, to the extent permitted by applicable law, direct their nominees on the Board to take such actions as required to result in the KL Board Member being removed only upon being designated for removal by KL, and KL will have the authority to nominate for election to the Board the individual designated by it to replace the KL Board Member so removed. If the KL Board Member dies, resigns, is removed, or otherwise ceases to serve as a member of the Board, KL shall promptly nominate for election a successor in accordance with this subparagraph and notify the Board of its selection, and the Stockholders will, at all times, take all actions and, to the extent permitted by applicable law, direct their nominees on the Board to take such actions as required to result in the vacancy being promptly filled by such person. So long as KL is entitled to nominate a director for election to the Board as provided above, it shall be entitled to have a non-director representative atten...
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Election of Directors and Board Representation. (a) Pursuant to the Bylaws of the Corporation, the number of directors comprising the Board is fixed by resolution of the Board at seven (7) and the affirmative vote required for action by the Board is fixed at a majority of the members of the Board. The Stockholders shall vote their respective Voting Shares and take all other actions reasonably necessary to maintain the number of members of the Board at seven (7) and maintain the aforementioned majority voting provision.
Sample 1
Election of Directors and Board Representation. At each annual meeting ---------------------------------------------- of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Founders and the Investors agree to vote and act with respect to all of their shares of voting securities of the Company ("Shares") so as to elect:
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Election of Directors and Board Representation. As provided in the Stock Purchase Agreement, following the closing referred to therein and upon delivery of written request by the Purchasers to the Company, the Board of Directors of the Company will appoint a nominee designated by the Purchasers to fill a vacancy on the Board of Directors. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written
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Election of Directors and Board Representation 
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Related to Election of Directors and Board Representation

  • 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

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

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

  • 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.

  • 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.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

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