Elections of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
Elections of Directors. (a) Except as otherwise provided herein, at all times from and after the First Closing, the slate of Directors nominated and recommended by the Company shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board):
(i) the Nominating Committee shall recommend the nomination of no more than two Management Directors, one of which shall be the chief executive officer of the Company;
(ii) the Investor shall have the right to designate two Investor Directors, each of whom shall be recommended for nomination by the Nominating Committee, by giving notice of the identity of the Investor Directors to be recommended for nomination at least (A) 90 days prior to each annual meeting of stockholders at which Directors will stand for election or (B) 30 days prior to the date on which the Company sends a notice for any other meeting of its stockholders at which Persons have been nominated for election as Directors (the Company having given the Investor 30 days prior written notice of its intention to send such a notice), and upon the failure to deliver such notice in subclauses (A) or (B) above, the incumbent Investor Directors shall be recommended for nomination;
(iii) the Nominating Committee shall recommend for nomination the remaining Directors, each of whom (A) shall have an outstanding reputation for personal integrity and distinguished achievement in areas relevant to the Company (in applying the foregoing criteria the Nominating Committee shall be guided by the quality of the individuals currently serving as directors of the Company, the Investor and Ipsen) and (B) shall be an Independent Director; and
(iv) the Board shall nominate for election each of the individuals so recommended for nomination by the Nominating Committee and recommend their election to stockholders of the Company.
(b) Notwithstanding anything in the foregoing Section 2.4(a) to the contrary, at any time that the Investor’s Percentage Interest is less than 15 percent but at least 10 percent, the Directors shall be nominated as set forth in paragraph (a) above except that the Investor shall have the right to designate for nomination only one Investor Director. So long as the Investor satisfies the ownership thresholds in this Section 2.4(b), the Company will in all instances nominate the Investor Directors that the Investor has, in accordance with this Section 2.4, designated for nomination and include t...
Elections of Directors. All actions shall have been taken by the ---------------------- Company and its Board of Directors so that, immediately upon the Purchasers' purchase of the Bridge Preferred Shares, the Board of Directors shall consist of no more than eight directors (including the directors elected as provided below) and the Purchasers may, by execution and delivery of a written consent, elect two (2) members of the Board of Directors effective as of the Closing Date.
Elections of Directors. All actions shall have been taken by the ---------------------- Company, its stockholders and Board of Directors so that, immediately upon the Stockholder Approval, the Board of Directors shall consist of fifteen (15) directors and the Purchaser may, by execution and delivery of a written consent, elect three (3) members of the Board of Directors effective as of the Stockholder Approval as set forth in Section 6.15. As of the date of the Stockholder Approval the Company shall have established a five-member executive committee (the "Executive Committee") of the Board of Directors to which ------------------- substantial authority for operational matters shall be delegated, as further described in the Stockholders Agreement. The Company shall appoint two members of the Executive Committee nominated by the Purchaser.
Elections of Directors. For so long as this Agreement shall remain in effect, each of Dloflin, Goldman and N&N shall, at each meeting of shareholders of LA Food Co., vote for Xxxxx Xxxxxx.
Elections of Directors. At any meeting of the stockholders of the Company at which members of the Board are to be elected and the Investors do not then have either a Series A Director on the Board or the power at such election to elect a Series A Director to the Board:
(a) Canopy shall vote, or cause to be voted, all Voting Securities that it Beneficially Owns in favor of the election to the Board of one (1) individual nominated by the Investors and indicated by Advent to Canopy in writing at least ten (10) days prior to such meeting of the stockholders; and
(b) each Investor shall vote, or cause to be voted, all Voting Securities that it Beneficially Owns in favor of the election to the Board of one (1) individual nominated by Canopy and indicated to Advent in writing at least ten (10) days prior to such meeting of the stockholders.
Elections of Directors. APSG Parent must have elected the directors to the Board of Directors of the APSG Parent as set forth in Section 2.7.
Elections of Directors. From and after the date of this Agreement, each Stockholder shall vote all of the Capital Stock over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents or resolutions in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholders' meetings) so that:
(a) the authorized number of directors of the Company's Board of Directors shall be established at seven (7) directors;
(b) The holders of Series A Preferred Stock shall be entitled to the voting rights given them in the Certificate of Designations Privileges, Powers, Preferences and Rights of the Series A Preferred Stock;
(c) except following their resignation, death, or removal for Cause (defined below) from the Board, the following persons shall be elected to the Board at each election of directors during the term of this Agreement: Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx XxXxxxxxx, and two directors to be appointed according to the provisions in the Bylaws of the Company (the "Common Stock Directors"), and Xx. Xxxx Xxxxxx and Xxxx Hopskind (the "Series A Directors").
Elections of Directors. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. Article I. Stockholders’ Meetings 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1
Elections of Directors. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. Article I. Stockholders’ Meetings 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Quorum 1 1.6 Adjournment of Meetings 1 1.7 Voting List 1 1.8 Vote Required 2 1.9 President; Secretary 2 1.10 Record Date 2 1.11 Written Consent 2 Article II. Directors 2 2.1 Number and Qualifications 2 2.2 Term of Office 2 2.3 Resignation 2 2.4 Vacancies 2 2.5 Regular Meetings 2 2.6 Special Meetings 3 2.7 Notice 3 2.8 Quorum 3 2.9 Vote Required 3 2.10 Action Without a Meeting 3 2.11 Use of Communications Equipment 3 Article III. Officers 3
3.1 Offices Created; Qualifications; Election 3 3.2 Term of Office 3 3.3 Removal of Officers 3 3.4 Resignation 3 3.5 Vacancies 4
