Election of the Board of Directors. (a) Subject to this Section 1(a), the AES Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the AES Related Parties, a “AES Director”). The right of the AES Related Parties to designate for nomination the AES Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall be entitled to designate for nomination three (3) AES Directors, (ii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall only be entitled to designate for nomination two (2) AES Directors, and (iii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall only be entitled to designate for nomination one (1) AES Director. The AES Related Parties shall not be entitled to designate for nomination any AES Directors in accordance with this Section 1(a) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares).
(b) Subject to this Section 1(b), the Siemens Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the Siemens Related Parties, a “Siemens Director”). The right of the Siemens Related Parties to designate for nomination the Siemens Directors as set forth in this Section 1(b) shall be subject to the following: (i) if at any time the Siemens Related Parties Beneficially Own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (inclu...
Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at seven (7).
(b) Subject to this Section 1(b), the Original Members (and together with any Permitted Transferees of the Original Members, in such capacity, the “Original Member Related Parties”) beneficially owning, directly or indirectly, in the aggregate not less than two-thirds of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) and/or Class B Common Stock held by the Original Members, or by which such Original Member(s) possess voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), shall be entitled to designate for nomination by the Board in any applicable election (i) that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Original Member Directors not standing for election in such election, would result in there being four (4) Original Member Directors serving on the Board, and (ii) that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Original Member Designated Independent Director, would result in there being three (3) Original Member Designated Independent Directors serving on the Board.
(c) Subject to the foregoing Section 1(b), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees), or by which such Original Member possesses voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Original Member Director(s) and the Original Member Designated Independent Directors as Directors, as provided herein.
Election of the Board of Directors. (a) Except as provided below, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to elect and continue in office a Board of Directors comprised of eight directors, five of whom BCP shall have the right to designate (the "BCP Directors") and three of whom LGII shall have the right to designate (the "LGII Directors").
(b) If at any time that this Agreement is in effect BCP or LGII shall notify the other of its desire to remove, with or without cause, any director of Prime Holdings previously designated by it, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to remove such director.
(c) If at any time that this Agreement is in effect any director previously designated by BCP or LGII ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), the Stockholder who designated such director shall be entitled to designate a successor director to fill the vacancy created thereby. Each Stockholder agrees that it will vote all of the shares of Common Stock owned or held of record by it so as to elect such director.
(d) The provisions of this Section 4.1 shall terminate upon a sale of Common Stock pursuant to Section 7.4 of the Put/Call Agreement.
Election of the Board of Directors. The number of members of the Board of Directors shall be determined in accordance with Section 7(e)(ii) below and the Bylaws of the Corporation (the “Bylaws”).
Election of the Board of Directors. As required in the Company's Articles of Incorporation, the Company shall be managed by a Board of Directors and shall be comprised of the number of members determined by the Shareholders' Meeting, with a minimum of three (3) and a maximum of seven (7) full members; an equal or smaller number of substitute directors may be appointed. The term of office shall be three (3) fiscal years, but the Shareholders' Meeting may dismiss them at any time. At each Shareholders' Meeting called for the purposes of appointing or removing the authorities of RASA, MMM, PMM and IPS shall vote with all the Syndicated Shares in favor of a Board of Directors where most of the Directors are those proposed by RH and the remaining directors shall be those proposed by MMM, PMM and IPS (acting collectively). Therefore, if a Board of Directors of 5 (five) members is elected, all the Syndicated Shareholders shall vote to appoint (3) Directors proposed by RH and two (2) Directors proposed by PMM, MMM and IPS, acting collectively. In order to dismiss the directors, the Syndicated Shareholders shall vote in the same manner as the individual who proposed the Director to dismiss.
Election of the Board of Directors. (a) Subject to this Section 1(a), the Searchlight Related Parties shall be entitled to designate for nomination by the Board up to two (2) Directors from time to time (any Director designated by the Searchlight Related Parties, a “Searchlight Director”). The Searchlight Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Searchlight Related Parties to designate the Searchlight Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Searchlight Related Parties shall be entitled to designate two (2) Searchlight Directors, and (ii) if at any time the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-five percent (25%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Searchlight Related Parties shall only be entitled to designate one (1)
Election of the Board of Directors. (a) Subject to this Section 1(a), the ACON Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the ACON Related Parties, an “ACON Director”). The ACON Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the ACON Related Parties to designate the ACON Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the ACON Related Parties beneficially own, directly or indirectly, in the aggregate less than thirty-five percent (35%) but at least twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the
Election of the Board of Directors. (a) Subject to this Section 1(a), the Xxxx Capital Ventures Entities shall be entitled to designate for nomination by the Board one (1) Director from time to time (any Director designated by the Xxxx Capital Ventures Entities, a “BCV Director”). The Xxxx Capital Ventures Entities shall not be entitled to designate any BCV Director in accordance with this Section 1(a) if at any time the Xxxx Capital Ventures Entities beneficially own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock. The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Charter.
(b) Subject to this Section 1(b), the Highland Entities shall be entitled to designate for nomination by the Board one (1) Director from time to time (any Director designated by the Highland Entities, a “Highland Director”). The Highland Entities shall not be entitled to designate any Highland Director in accordance with this Section 1(b) if at any time the Highland Entities beneficially own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock. The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Charter.
(c) Subject to this Section 1(c), the Founder shall be entitled to designate for nomination by the Board up to the number of Directors specified in this Section 1(c) (any Director designated by the Founder, a “Founder Director”). The Founder Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Founder to designate the Founders Directors as set forth in this Section 1(c) shall be subject to the following: (i) if at any time the Founder beneficially owns, directly or indirectly, in the aggregate shares of Class A Common Stock and Class B Common Stock representing fifteen percent (15%) or more of the total voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock, the Founder shall be entitled to designate for nomination nine (9) Founder Directors, and (ii) if at any time the Founder beneficially owns, directly or indirectly, in the aggregate shares of Class A Common Stock and Class B Common Stock representing less than fifteen percent (15%) but at least ...
Election of the Board of Directors. (a) Subject to this Section 1(a), the Mainsail Related Parties shall be entitled to designate for nomination by the Board up to two (2) Directors from time to time (any Director designated by the Mainsail Related Parties, a “Mainsail Director”). The Mainsail Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Mainsail Related Parties to designate the Mainsail Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the Mainsail Related Parties beneficially own, directly or indirectly, in the aggregate fifteen percent (15%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Shares), the Mainsail Related Parties shall be entitled to designate for nomination two (2) Mainsail Directors, and (ii) if at any time the Mainsail Related Parties beneficially own, directly or indirectly, in the aggregate less than fifteen percent (15%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Shares), the Mainsail Related Parties shall only be entitled to designate for nomination one (1)
Election of the Board of Directors. A nominating committee shall be established consisting of the President and Vice President. The nominating committee will ensure nominations are solicited from the membership and confirm that those individuals nominated are interested in serving. The Board of Directors shall be elected by ballot conducted under the direction of the Administrator and the nominating committee. No later than April 1st of each year, the names of candidates for the Board of Directors and the Member District for whom each candidate works shall be mailed to all Member Districts. Signed ballots shall be returned no later than May 15th. In order for the election to be valid, a response rate of at least 15% of the membership is required. Should less than a 15% response be received by May 15th, staff has the option of extending the time period for receiving ballots up to June 30th. Those individuals elected as members of the Board of Directors shall assume office on July 1st. In the event of a tie, a vote of the Directors who are not involved in the tie shall determine the outcome, based on a majority of those voting.
