Election of Directors; Voting Sample Clauses

Election of Directors; Voting. (a) The number of directors constituting the Board of the Company, as fixed from time to time by the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor Shares. At each annual meeting of the holders of any class of Stock, and at each special meeting of the holders of any class of Stock called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stock shall have the right to, or shall, vote for or consent in writing to the election of directors of the Company, then, and in each such event, the Shareholders shall vote all of the Shareholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company constituted as follows: (i) two (2) directors who shall be designated and approved by the Management Retained Shareholders holding at least a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; and (ii) three (3) directors who shall be designated and approved by the holders of at least a majority of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Board. (b) The holders of Shareholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approved, if approval...
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Election of Directors; Voting. (a) Subject to the provisions of Section 4.1(c) hereof and as otherwise stated herein, each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be seven (7) and (ii) the Company to comply with all obligations under the Documents. At each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of seven (7) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) four (4) representatives designated by the Requisite Investor Holders, the initial representatives of whom shall be Donaxx X. Xxxxxxx, Xx., Xxmoxxx X. Xxxxx, Xxhn X. B. O'Coxxxx xxx Richxxx X. Xxxxxx; (ii) two (2) representatives designated by the Requisite Trust Holders, the initial representatives of whom shall be Richxxx X. Xxxxxx xxx Scotx X. Xxxxxxxx; xxd (iii) one (1) representative appointed by the Board, who shall be a member of the senior management of the Company, the initial representative of whom shall be Jack X. Xxxxx. At the request of the Requisite Investor Holders, the number of members constituting the Board shall be increased to nine (9) in which event each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be nine (9) and (ii) the Company to comply with all obligations under the Documents. Thereafter, at each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of nine (9) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect ...
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Election of Directors; Voting. (a) During the term of this Agreement, each Stockholder shall vote all of his or its Stock and shall take all other necessary or desirable actions within his or its control (whether in such Stockholder's capacity as a stockholder of the Corporation or otherwise, and including, without limitation, attending meetings in person or by proxy for purposes of obtaining a quorum and executing written consents in lieu of meetings), and the Corporation shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that: (i) the authorized number of directors on the Board shall consist of five directors; (ii) the following individuals shall be elected to the Board and each committee of the Board: (A) three individuals designated by CytRx; (B) the Chief Executive Officer (or President, if there is no Chief Executive Officer) of the Company; and (C) one individual who shall be designated and approved by a majority of the executive officers of the Corporation in a writing delivered to the Board and the Stockholders. (iii) In the event that a party elects not to designate as a director one or more individuals which such party is entitled to designate in accordance with Section 2(a)(ii), the Stockholders agree not to fill such vacancy, or suffer such vacancy to be filled, other than with an individual designated by such party as provided in Section 2(a)(ii). (iv) The designation of an individual pursuant to Section 2(a)(ii) at any time shall be effective only upon written notice thereof to the Corporation by the party or parties making such designation. Such written notice shall be recorded as soon as reasonably practical in the minutes of the Corporation and may be relied upon by the Corporation as conclusive until such time as the Corporation is in receipt of a subsequent written notice making a new designation.
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Election of Directors; Voting 
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Related to Election of Directors; Voting

  • 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.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • 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.

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

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