Election of Directors of the Company Sample Clauses

Election of Directors of the Company. Section 8.01. Election of Directors of the Company and the Subsidiaries. (a) With respect to each election or removal of members of the Board of Directors of the Company and each of the Subsidiaries which is a corporation (including, without limitation, any replacement members), whether at an annual or special meeting of stockholders or by written consent of stockholders, each of the parties to this Agreement (to the extent they have voting rights at any time) and all transferees of their shares agrees to vote his, her or its shares of capital stock of the Company ("Capital Stock") or shares of capital stock of the Subsidiaries ("Subsidiary Capital Stock"), as the case may be (and any shares of Capital Stock or Subsidiary Capital Stock, as the case may be, over which he, she or it exercises voting control), and to take such other action necessary so as to fix the number of members of the Boards of Directors of the Company and each of the Subsidiaries at five (5) members and to elect and thereafter continue in office as Directors of the Company and the Subsidiaries one (1) individual designated for such directorship by ASDP (the "ASDP Designee"), one (1) individual designated for such directorship by the Original Investors holding a majority in interest of the Exchange Warrants (the "Original Investor Designee") and three (3) individuals designated for such directorships by a majority in interest of the Management Stockholders (the "Management Designees"). Each of the parties hereto and/or their transferees, if any, further agrees to vote such shares of Capital Stock or Subsidiary Capital Stock for the removal of any such designee upon the request of the investor group entitled to designate him or her and for the election of a substitute designee nominated by such investor group. The parties hereto acknowledge that the initial ASDP Designee shall be Xxxxx XxXxxxx, the initial Original Investor Designee shall be Xxxxx Xxxxx and the initial Management Designees shall be Xxxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx and an individual to be nominated later. (b) In connection with the foregoing, the Management Stockholders and the Company shall each grant to ASDP and the Original Investors an irrevocable proxy in the form of Exhibit B hereto.
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Election of Directors of the Company. (a) The Investors shall take or cause to be taken all actions necessary to ensure the election to the Board of Directors of the Company of: (i) two individuals nominated by IFX (the "IFX Directors"); and ------------- (ii) two individuals nominated by ITI (the "ITI Directors"). ------------- (b) If any IFX Director or ITI Director shall be unable or unwilling to serve or to continue serving as a director of the Company, then IFX or ITI, respectively, shall be entitled to nominate a replacement to be elected or appointed in the manner set forth in Section 3.1(a). Any Investor may cause any person nominated by it to be removed from the Company's Board of Directors, with or without cause, and would be entitled to nominate a replacement, in the manner set forth in Section 3.1(a), to fill the vacancy so created; provided, however, -------- ------- that nothing herein shall be deemed to restrict or prohibit the rights of the Board of Directors or stockholders of the Company from seeking the removal of any IFX Director or ITI Director for cause or in the event such removal is deemed to be in the best interests of the Company. (c) To the extent feasible and consistent with the best interests of the Company and the fiduciary duties of its directors and officers, the parties hereto will endeavor to ensure that as few meetings of the Board of Directors as possible will be called during any period in which a vacancy exists on the Board of Directors that either Investor is entitled to fill pursuant to this Section 3.1.
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Election of Directors of the Company. The Purchaser shall use its best efforts to cause the directors of the Company to nominate and vote for the election of Mahmaud S. Aziz, Jianfang Jin, Yunhua Jin, Zahir Popat and Manjit Mundie, xxxxxxt tx xxx xxxxxxal xx xxx Xxxrd xx Xxxxxxxxs of xxx Xxxxxxxxx, as directors of the Company and not to vote for the removal of, and to vote for the reappointment through the 2002 Fiscal Year of such individuals as directors.
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Election of Directors of the Company. 24 8.01. Election of Directors of the Company and the Subsidiaries.............................24 8.02. Vacancies.............................................................................25
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Election of Directors of the Company. SECTION 7.1 VOTING OF SHARES FOR ELECTION OF DIRECTORS OF THE COMPANY. Except as provided in Section 7.5 hereof, with respect to each election or removal of members of the Board of Directors of the Company (including, without limitation, any replacement members), whether at an annual or special meeting of stockholders or by written consent of stockholders, each of the Investors and their Permitted Transferees agrees to vote its Stock (and any shares of Stock over which it exercises voting control) and to take such other action as may be necessary to fix the number of Directors of the Company at five (5) or seven (7), as indicated below, and to cause and maintain the nomination and election to the Board of Directors of the Company and to keep in office as such: (i) two (2) persons designated from time to time by the Required Outside Investors, which shall initially be X.X. Xxxx, and Xxxxxxx X. Xxxxxxx, and during such time as there shall be four (4) directors designated pursuant to clauses (ii) and (iii) below, three (3) persons designated from time to time by the Outside Investors (any such director designated under this clause (i), an "Outside Director" and collectively, the "Outside Directors"); (ii) three (3) persons designated from time to time by Xxxxxxxx and Green (the "Other Directors"), who shall initially be Xxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxx; provided, however, in the event: (a) Xxxxxxxx (I) ceases to be employed by the Company for any reason or (II) ceases, together with his Permitted Transferees, to own fifty percent (50%) or more of the shares of Common Stock held of record by him as of the Closing, the number of Other Directors shall (unless otherwise consented to by the Outside Investors) be reduced by one (1) and Xxxxxxxx shall have no further rights under this clause (ii), and/or (b) in the event Green (I) ceases to be employed by the Company for any reason or (II) ceases, together with his Permitted Transferees, to own fifty percent (50%) or more of the shares of Common Stock held of record by him as of the Closing, the number of Other Directors shall (unless otherwise consented to by the Outside Investors) be reduced by one (1) and Green shall have no further rights under this clause (ii); and (iii) up to one (1) person mutually agreeable to the Required Outside Investors and a majority of the Other Directors (the "Independent Director"). If, pursuant to clauses (i), (ii) and (iii) above, no representative of Citizens Capital, ...
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Election of Directors of the Company 
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Related to Election of Directors of the Company

  • 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.

  • 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).

  • 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.

  • 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

  • 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.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • 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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