Election to the Board. (A) The authority for the conduct of Board of Directors’ elections is defined in the Constitution. All active members shall vote in the district which contains the Chapter to which the member is assigned, regardless of their place of residence.
(B) An outside accounting firm shall be hired to handle all district elec- tions to the Board of Directors. It shall be the responsibility of said firm to prepare the ballot, mail to member’s address, collect, tabulate, and certify the results of election to the officers and all Board of Directors members, as well as all candidates. The firm shall be selected by the Board of Directors. Ballots shall be mailed to a member’s address and shall be returned to the selected firm within 20 days. The ballots shall include the last acceptable postmark date by which ballot must be returned.
Election to the Board. Employee will continue to serve on the Company’s Board of Directors (the “Board”) following the Effective Date. Employee may be removed from the Board in accordance with applicable law and the Company’s bylaws.
Election to the Board. The Company shall cause Executive to be nominated for election as a member of the Board not later than the first regularly scheduled meeting of the shareholders of Evertec following the Start Date.
Election to the Board. Employee will be nominated to the Board within five business days following the Effective Date. Employee may be removed from the Board in accordance with applicable law and the Company’s bylaws. If Employee ceases to be employed by the Company, Employee will resign from all Board positions at the request of the Company.
Election to the Board. (a) In connection with any annual or special meeting of shareholders of the Company (each annual or special meeting, a “Shareholders Meeting”) at which a Shareholder Director stands for election or reelection to the Board, the Company shall give written notice (x) with respect to an annual meeting, no earlier than ninety (90) days prior to the anniversary of the Company’s prior annual meeting or (y) with respect to a special meeting, no earlier than ninety (90) days prior to the date of such meeting, to the Shareholder to request that the Shareholder nominate each Shareholder Nominee, and the Shareholder shall give written notice to the Company of each Shareholder Nominee no later than thirty (30) days after receiving such notice.
(b) In connection with any Shareholders Meeting in which a Shareholder Nominee stands for election to the Board, the Shareholder shall take all necessary action to cause its Shareholder Nominees to consent to such reference and background checks and to provide such information (including information necessary to determine any disclosure obligations of the Company) as the Board or (or applicable committee) may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements, which requests shall be of the same type as the Company requests of all other nominees to the Board.
(c) Subject to the provisions set forth in this Article IV, the Company shall use commercially reasonable efforts to take all Necessary Action to cause any Shareholder Nominees to be appointed or elected to the Board. When a Shareholder Nominee stands for an election of the Board in connection with a Shareholders Meeting, subject to applicable requirements or qualifications under applicable Law or applicable stock exchange rules, the Company agrees to nominate and recommend that the holders of Capital Stock of the Company who are entitled to vote at such Shareholders Meeting vote in favor of the election of such Shareholder Nominee.
(d) Neither the Company nor the Board shall be under any obligation to nominate or recommend a proposed Shareholder Nominee if the Board (or applicable committee) determines (by majority vote) in good faith acting reasonably that such proposed Shareholder Nominee is not a Qualifying Nominee.
(e) As promptly as practicable following the date hereof, if the initial Shareholder Nominees have not been elected to the Board prior to (but effecti...
Election to the Board. Executive agrees to serve as a director and/or officer of the Company if elected by the shareholders and the Board, as the case may be. The Company shall use its best efforts to elect Executive to the Board at the September, 2002 Board meeting and for so long as Executive holds the position of CEO.
Election to the Board. The Company shall cause Executive to continue to be nominated for election as a member of the Board during the Employment Period.
Election to the Board. Parent agrees to vote for the appointment and election of Alan Mayo as a member of thx Xxxxx xf Directors of Surviving Entity and to use its best efforts to cause the nomination of Alan Mayo as a member of thx Xxxxx of Directors of Parent.
Election to the Board. (a.) The Company agrees to expand the Board of Directors by one director and add Winger to the Board effective upon the execution and delivery of, and subject to the terms and conditions of, this Agreement by increasing the size of the Board by one director and electing Winger as a Class II director of the Company to serve until the 2023 annual meeting of the Company’s stockholders (including any adjournment or postponement thereof) (the “2023 Meeting”) and his successor is duly elected and qualifies, or until his earlier death, resignation, disqualification or removal.
(b.) The Company also agrees to add an additional designee of MSL18 Holdings Group (“Designee B”, and each of Winger and Designee B, an “MSL18 Designee” and collectively, “MSL18 Designees”) to the Board provided such MSL18 Designee is reasonably acceptable to the Company, and the MSL18 Holdings Group holds the Initial Minimum Threshold Percentage (as hereinafter defined) at such time or otherwise on or before September 30, 2022, subject to the terms and conditions of this Agreement, by increasing the size of the Board by one additional director and electing the Designee B as a Class I director of the Company to serve until the 2025 annual meeting of the Company’s stockholders (including any adjournment or postponement thereof) (the “2025 Meeting”) and his successor is duly elected and qualifies, or until his earlier death, resignation, disqualification or removal.
Election to the Board. Company shall use its best efforts to --------------------- cause Executive to be re-elected to the Board during the Employment Term.
