Election of Independent Directors Sample Clauses

Election of Independent Directors. 5.1 Following Completion and for the remainder of the Standstill Period, whenever the Autumn Board proposes a candidate for election as a new director of Autumn at a general meeting of Autumn and such candidate is proposed by the Autumn Board as an independent director, the Autumn Board shall either: (A) make such proposal on the basis that such candidate satisfies the definition of Independent Director; or (B) if the Autumn Board determines that such candidate should be proposed as an independent director notwithstanding that he or she does not satisfy the definition of Independent Director, then the Autumn Board shall provide the shareholders of Autumn, in the notice for the relevant general meeting, with the reasons as to why the Autumn Board proposes such candidate despite such non-compliance. 5.2 Following Completion, for the remainder of the Standstill Period Summer undertakes to either abstain from voting or to vote against (in its discretion) any resolution at a general meeting of Autumn to elect a person that has been proposed as a new director of Autumn if the election of such person would mean that a majority of the Autumn Board would cease to be comprised of Independent Directors, except that Summer shall at all times be free to vote in favour or against or abstain from voting (in its discretion) in respect of any resolution at a general meeting of Autumn to elect or re-elect a person as a director of Autumn where: (A) that person has been nominated by Summer in accordance with clause 4; or (B) the Autumn Board has proposed such person as a director of Autumn or has recommended that shareholders vote in favour of the election or re-election of such person as a director of Autumn. 5.3 Any candidate appointed to the Autumn Board shall be deemed to be an Independent Director for the purposes of this agreement if that person was proposed by the Autumn Board in accordance with clause 5.1(B). Each member of the Autumn Board appointed at the Effective Time in accordance with the Combination Agreement shall be deemed to be an Independent Director for the purposes of this agreement if that person is referred to as an “Independent Director” in clause 4 of the Combination Agreement, unless such person is nominated as a Summer Nominee. 5.4 Following Completion and for the remainder of the Standstill Period, the Autumn Board shall insert the provisions included at Schedule 2 to this agreement in the then current terms of reference for the Autumn nominations...
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Election of Independent Directors. The Shareholders shall, as soon as reasonably possible after a Majority has given notice of a Qualified Nominee to the Parties in accordance with section 3.2, cause the Qualified Nominee to be elected as a Director. On election as a Director, a Qualified Nominee is categorized for the purposes of this Agreement as an Independent Director, and is bound by the terms of this Agreement.
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Election of Independent Directors. At any meeting of shareholders of SoCal at which directors are to be elected, Fund shall, if necessary to ensure the election of the Independent Directors (as such term is defined in the SoCal Bylaws), vote its shares of SoCal common stock in such manner as to effect the election of the Independent Directors. Fund shall also cause SoCal to vote its shares of the Bank and take any other required actions so as to ensure the election of the Independent Directors to the board of directors of the Bank.
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Election of Independent Directors. The Board of Directors of --------------------------------- the Company will consist of five (5) persons: (i) Xxxxx X. Xxxxx, representing the Company's founders and holders of Common Stock, (ii) Xxxxxxx X. Xxxxxx, the Company's Chief Executive Officer, (iii) Xxxxxx X. Xxxxxxx, representing the holders of the Company's existing preferred stock, (iv) one director to be designated by Three Arch Partners, representing the holders of the Series D Stock, who shall initially be Xxxxxxx Xxxxxx, and (v) one independent director to be designated by the unanimous vote of the other four directors to be selected within a reasonable period of time following the date hereof. In the interim period prior to the appointment of such independent director, Xxxxxxx X. Xxxxxxx shall continue to serve as a director of the Company. Each time the stockholders of the Company meet, or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Company's Board of Directors, each Common Holder and each Investor shall vote all shares of the Company's capital stock owned by such Common Holder or Investor, as the case may be, in order to cause the election of the directors as set forth above. Any vote taken to remove any director elected pursuant to this Section 5.3, or to fill any vacancy created by the resignation or death of a director elected pursuant to this Section 5.3, shall also be subject to the provisions of this Section 5.3.
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Election of Independent Directors. The Board of Directors of --------------------------------- the Company will consist of seven (7) persons: (i) Xxxxx X. Xxxxx, representing the Company's founders and holders of Common Stock, (ii) Xxxxxxx X. Xxxxxx, to serve as the Chairman of the Board of Directors of the Company, (iii) the Company's President and Chief Executive Officer, who shall initially be F. Xxxxxx Xxxxxxx, (iv) Xxxxxx X. Xxxxxxx, representing the holders of the Company's existing preferred stock, (v) Xxxxxxx X. Xxx, representing the holders of the Series D Stock (vi) Xxxxxxx X. Xxxxxxx, as an independent director, and (vii) an additional independent director to be recommended by the holders of the Series D Stock and approved by the full Board of Directors, to be appointed within a reasonable period of time following the date hereof. The holders of the Series D Stock agree to give due consideration to recommendations for such independent director made by the Company and the other directors. In the interim period prior to the appointment of such additional independent director, Xxxxx Xxxxxx shall serve as such independent director." 2. The provisions of the Rights Agreement are hereby amended and modified by the provisions of this Second Amendment. If any of the provisions of the Rights Agreement are materially different from or inconsistent with the provisions of this Second Amendment, the provisions of this Second Amendment shall control, and the provisions of the Rights Agreement shall, to the extent of such difference or inconsistency, be deemed to be amended and modified. 3. This Second Amendment and the Rights Agreement, as amended and modified by the provisions of this Second Amendment, shall constitute and shall be construed as a single agreement. The provisions of the Rights Agreement, as amended and modified by the provisions of this Second Amendment, are incorporated herein by this reference and are ratified and affirmed.
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Related to Election of Independent Directors

  • Selection of Independent Counsel for Standard of Conduct Determination If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within twenty days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may petition a court of competent jurisdiction to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by such court or such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 8(b).

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • 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.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • 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

  • CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, that in connection with this procurement: A. The prices in this bid have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor. B. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor; and, C. No attempt has been made or shall be made by the Bidder to induce any other person or bidder to submit or not to submit a bid for the purpose of restricting competition.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • 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.

  • Access of Independent Accountants of the Fund Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian.

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