Election of Directors Generally Sample Clauses

Election of Directors Generally. Each Stockholder shall from time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of eight members to be designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors shall be D. Xxxxxx Xxxxxx (each a “Xxxxxx Xxxxxx Director” and together the “Xxxxxx Xxxxxx Directors”); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, one director shall be designated by Xxxxxxx X. Xxxxxxxxxx (the “Xxxxxxxxxx Director”); (iii) four directors shall be designated by a Majority of the Institutional Stockholders (each an “Initial Institutional Director” and together the “Initial Institutional Directors”); (iv) one director shall be the President of the Corporation; (v) for so long as D. Xxxxxx Xxxxxx shall be elected as a director he shall also be elected as the Chairman of the Board and Chief Executive Officer of the Corporation, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman of the Board; Nothwithstanding the foregoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxxxxx, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors or the Xxxxxxxxxx Director, as applicable, shall thereafter be designated by the Majority of the DGHA Stockholders.”
Sample 1See All (5)
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Election of Directors Generally. Nothing contained herein shall limit (i) the Investors' right to vote or otherwise participate in the election of the Company's directors, other than with respect to the director to be elected pursuant to Section 1.1(b) or (ii) the Family Shareholders' right to vote or otherwise participate in the election of the Company's directors other than the directors elected separately by the holders of the Preferred Stock.
Sample 1Sample 2Sample 3See All (4)
Election of Directors Generally. 3 2.2 Vacancies....................................................... 3 2.3 Removal and Substitution of Directors........................... 3 2.4 Expenses........................................................ 3
Sample 1
Election of Directors Generally. From and after the date of this Agreement, upon the request of Xxxxx X. Xxxxxxx, each of the Stockholders shall vote, or cause the vote of, all shares of Common Stock, Series A Preferred Stock and other voting securities of the Company over which such Stockholder has voting control, and will take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise) in order to ensure that the size of the Board of Directors (the "Board") shall be no less than seven (7) and to cause the election to the Board of one (1) designee of the Camden Purchasers for as long as either of the Camden Purchasers holds any shares of Common Stock or Series A Preferred Stock. Xxxxx X. Xxxxxxx shall initially serve as the designee of the Camden Purchasers and shall be elected to the Board within five (5) days of the Camden Purchasers' request.
Sample 1
Election of Directors Generally. From and after the date of this ------------------------------- Agreement and until the provisions of this Article II cease to be effective, each of the Stockholders shall vote, or cause the vote of, all shares of Common Stock, Series A Preferred Stock and other voting securities of the Company over which such Stockholder has voting control, and will take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise) in order to ensure that the size of the Board of Directors (the "Board") shall be no less than nine (9) and to cause the election to the Board of one (1) designee of Xxxxxx, Xxxxxxx Strategic Partners Fund II A, L.P. ("Xxxxxx, Xxxxxxx Fund II A") for as long as Xxxxxx, Xxxxxxx Fund II A or an affiliate thereof holds a majority of the Series A Preferred Stock. Xxxxx X. Xxxxxxx shall initially serve as the designee of Xxxxxx, Xxxxxxx Fund II A. With respect to any remaining members of the Board of Directors authorized by the Company's bylaws or certificate of incorporation, the Company hereby agrees to take such actions as are necessary, and the Stockholders agree to vote his, her or its shares of Common Stock and Series A Preferred Stock of the Company (and any other shares of the capital stock of the Company over which he, she or it exercises voting control) and take such other actions as are necessary, so as to elect and thereafter continue in office as directors of the Company such individuals who may be nominated by the Board.
Sample 1
Election of Directors Generally. Each Stockholder shall from time to time take such action, in such Stockholders’ capacity as a direct or indirect stockholder of the Company, including the voting or causing to be voted all voting securities owned or controlled by such Stockholder, as may be necessary to cause the Company to be managed at all times by a Board of Directors composed, subject to the remainder of this Section 7, of six (6) directors, as follows: (i) For so long as the Investors hold shares of Series A Preferred Stock, the Investors, acting as a separate class, will have the right to nominate and elect two (2) directors and their replacements (the “Series A Directors”). The initial Series A Directors will be Xxxx X. Xxxxxxxx and Xxxxxx X.
Sample 1
Election of Directors Generally. (a) For so long as the CB Capital owns at least 15% of the Fully Diluted Capital Stock, the Company agrees, with respect to each shareholders meeting at which directors are elected (or action by written consent in lieu of an annual meeting), (i) to propose as nominees for election to the Board at such meeting two individuals designated by CB Capital (each, a "CB Capital Director"), (ii) to include the name of each CB Capital Director in the Company's proxy statement and proxy card solicited on behalf of the Board for such meeting, (iii) to solicit proxies on behalf of each CB Capital Director to the same extent proxies are solicited on behalf of any other nominee by the Board for election to the Board and (iv) to cause the attorneys-in-fact or proxies named in the applicable proxy cards to vote the shares with respect to which proxies are given in the manner directed by such proxy cards. (b) For so long as the CB Capital owns at least 7 1/2% of the Fully Diluted Capital Stock but less than 15% of the Fully Diluted Capital Stock, the Company agrees, with respect to each shareholders meeting at which directors are elected (or action by written consent in lieu of an annual meeting), (i) to propose as nominee for election to the Board at such meeting one CB Capital Director, (ii) to include the name of the CB Capital Director in the Company's proxy statement and proxy card solicited on behalf of the Board for such meeting, (iii) to solicit proxies on behalf of the CB Capital Director to the same extent proxies are solicited on behalf of any other nominee by the Board for election to the Board and (iv) to cause the attorneys-in-fact or proxies named in the applicable proxy cards to vote the shares with respect to which proxies are given in the manner directed by such proxy cards. (c) Notwithstanding anything to the contrary contained herein, the Company shall not be required to propose as nominee for election or otherwise take action to cause the election of any Person under Article II or otherwise who has been removed from the Board for "cause" (as defined in Article 7, Section 2 of the Charter) or who the Board has determined could, if elected, be removed for cause as a result of prior actions or omissions. With respect to any determination of cause hereunder for which a determination is otherwise to be made by the Board, such determination shall require the affirmative vote of all CB Capital Directors other than those CB Capital Directors that the Company ha...
Sample 1
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Related to Election of Directors Generally

  • Election of Directors The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. 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. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

  • 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

  • Designation of Directors (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal. (b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that Xxxxx Xxxxxxx or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula: (c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of stockholders of the Company held to elect directors, provided that such Eligible Holder continues to hold such number of shares through the date of such meeting. The Board or its nominating committee shall include such designee in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of the stockholders of the Company held to elect directors. Notwithstanding anything to the contrary contained herein, an Eligible Holder shall not be entitled to designate more than one such designee. Notwithstanding anything to the contrary contained herein, Apollo may designate only one Person as an Eligible Holder during the term of this Agreement; PROVIDED, HOWEVER, that nothing in this subsection 5(c) shall limit Apollo's other rights to designate directors in accordance with subsection 5(b). (d) In the event that a person nominated and elected to the Board pursuant to subsection 5(b) or 5(c) shall cease to serve as a director for any reason, a successor shall be designated and nominated in the same manner and procedure as such former director was designated and nominated pursuant to subsection 5(b) or 5(c). (e) With respect to any Class A Director seat on the Board which is not to be filled pursuant to subsections 5(b), 5(c) or 5(d), the Board shall recommend to the stockholders of the Company for election as a director any person designated by a majority of the Board to fill such seat. (f) Each party hereto shall take such action as may be required so that all Class A Common Stock Beneficially Owned by it and all its Affiliates are voted, at any meeting of the stockholders of the Company held to elect directors, for the persons nominated to the Board pursuant to subsection 5(b), 5(c), 5(d) or 5(e). Each party and all its Affiliates, as Class A Stockholders, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Class A Common Stock Beneficially Owned by such party and its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. (g) Upon request by Apollo, one of the directors designated by Apollo in accordance with subsection 5(b) shall (i) serve on the Compensation Committee of the Board so long as such director is an independent director under Delaware law (it being agreed that being an employee or otherwise a representative of Apollo shall not by itself disqualify any such director from being independent) and (ii) serve on the Executive Committee, if any, of the Board (it being agreed that the Company shall be under no obligation to establish an Executive Committee).

  • 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 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.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Election of Officers After their election the Managers shall meet and organize by electing a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, except those of President and Secretary, may be held by the same person.

  • Compensation of Directors; Expenses The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

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