Election of Subsidiary Directors Sample Clauses

Election of Subsidiary Directors. The Corporation will cause the board of directors of BRP to consist at all times of the same members as the Board at such time. The Board shall determine the composition of the board of directors of any other subsidiary of the Corporation, provided that if at any time an Investor Group becomes entitled to nominate or designate members of the board of any other subsidiary of the Corporation (or if such Investor Group’s nominee is de facto appointed to such board of directors), then all other Investor Groups that then have a right under Section 2.1 to designate members of the Board will be provided rights to designate members of the board of such subsidiary and the board of such subsidiary will be comprised as agreed by all Investor Groups then entitled to designate members of the Board (but if all Investor Groups fail to so agree the Corporation will, at the request of any Investor Group, cause the board of such other subsidiaries to consist of the same members as the Board at such time). The Corporation will cause its subsidiaries to comply with these requirements.
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Election of Subsidiary Directors. At each annual meeting of the stockholders or members of the Company’s subsidiaries, or at each special meeting of the stockholders or members of the Company’s subsidiaries involving the election of directors or managers of the Company’s subsidiaries’ boards of directors/managers (the “Subsidiary Boards”), and at any other time at which stockholders or members of the Company’s subsidiaries shall have the right to or shall vote for or render consent in writing regarding the election of the members of the Subsidiary Boards, then, and in each such event, the Company covenants and agrees, so long as the Series D Investors collectively own at least 2,000,000 shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Common Stock or the Series D Preferred Stock) of (i) the Series D Preferred Stock, (ii) the Common Stock issued upon conversion of the Series D Preferred Stock or (iii) any combination of the Series D Preferred Stock and the Common Stock, to vote all shares or other equity interests of the Company’s subsidiaries presently owned or hereafter acquired by it or its subsidiaries (whether owned of record or over which it or its Affiliates (as defined in the Purchase Agreement) exercise voting control) in favor of the following actions:
Election of Subsidiary Directors. The Corporation and the Shareholders hereby agree to cause the board of directors of each Subsidiary, including, without limitation, Dollar Express, to consist of five individuals and to cause to be nominated and elected to serve as members of the board of directors of any Subsidiary two individuals which shall be selected for nomination by the Investors holding a majority of the outstanding shares of Series A Preferred Stock, and three individuals which shall be selected for nomination by the holders of a majority of the outstanding shares of Common Stock. The Corporation and the Shareholders agree that no director of a Subsidiary selected for nomination by the Investors may be removed unless such removal is approved by the holders of a majority of the outstanding shares of Series A Preferred Stock and that no director of a Subsidiary selected for nomination by the holders of Common Stock may be removed unless such removal is approved by the holders of a majority of the outstanding shares of Common Stock. The Corporation and the Shareholders agree that any vacancy on the board of directors of any Subsidiary, whether occurring through resignation, removal or otherwise, shall be filled with an individual selected by the same group of Shareholders who selected the individual whose resignation, removal or other action or omission resulted in such vacancy, and that the Corporation and the Shareholders shall cause such individual to be nominated and elected to serve on the board of directors of the applicable Subsidiary as soon as practicable.
Election of Subsidiary Directors. Busco shall be entitled to designate 40% of the Board of each subsidiary of the Company (other than Transportation which is dealt with in Section 2.07) for so long as Busco is entitled to designate two or more directors of the Company.

Related to Election of Subsidiary Directors

  • 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.

  • Designation of Subsidiaries The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

  • 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.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

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

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

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