Failure to Designate a Director Sample Clauses

Failure to Designate a Director. In the absence of any designation from the Persons or groups with the right to designate a Director as specified above, the Director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.
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Failure to Designate a Director. In the event that a vacancy exists in the office of Series F Director and such directorship is not filled within 30 days pursuant to Section 1(c), due notice thereof shall be delivered by the Company to the Holders and such vacancy shall be filled by action of a majority in interest of the Holders in accordance with the charter and by-laws of the Company.
Sample 1Sample 2
Failure to Designate a Director. Until the termination of this Agreement, in the absence of any designation from Sxxxx, the Stockholders or groups with the right to designate the a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve unless such individual has been removed as provided herein, and Sxxxx and each of the Stockholders hereby agree not to vote for or nominate any other director to fill such vacant Board seat unless filled as provided above.”
Sample 1
Failure to Designate a Director. In the absence of any designation from the Persons or groups with the right to designate a Class A Director or Class B Director as specified above, the Director previously designated by them and then serving shall be reelected if still eligible and willing to serve as provided herein and otherwise, such Board seat shall remain vacant. With respect to the Additional Director, the term of the Additional Director serving as of the Transition Date shall terminate on that date and the Additional Director shall thereafter be replaced by the Person designated for such seat by the Class B Holders. Following the Transition Date, the director seat of the Additional Director shall remain vacant until a new director for such seat is designated by the Class B Holders.‌
Sample 1
Failure to Designate a Director. In the event Xxxxx Fargo or the ------------------------------- Loomis Stockholders Trust chooses not to designate any director pursuant to Section 2(a), such directorship shall remain vacant unless such vacancy results in there not being a quorum for the transacting of business, in which case such vacancy shall be filled by an individual elected by a majority of the directors then serving. Such individual shall serve as a director of the Company until the applicable Designating Party designates a director to fill such vacancy in accordance with Section 2(a).
Sample 1

Related to Failure to Designate a Director

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

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