KAC Directors Sample Clauses

KAC Directors. At Closing, board of directors of KAC shall consist of up to five directors, of which SOS shall designate up to four (4) directors, and Kaleidoscope shall have the right to designate one (1) director. The KAC board of directors shall have right to manage, conduct, direct and delegate all day-do-day business affairs, operations, research, KAC personnel and compensation provisions and generally of KAC’s business in its ordinary course, subject to Kaleidoscope’s annual review. Additionally, the parties shall mutually establish a policy and guidelines regarding operating budgets and expenditures; Kaleidoscope’s board of directors shall approve any expenditures that exceed the policy guidelines, which approval shall not be unreasonably withheld. All corporate actions not considered to be within the ordinary course of business, as determine by the standards and rules of Form 8-K on the Exchange Act of 1934, shall require prior approval of the board of directors of Kaleidoscope, which approval shall not be unreasonably withheld. All parties acknowledge and agree that at some future time it may be mutually agreed that control be transferred to other parties participating within the KAC venture if such transfer enables KAC a opportunity to better exploit market opportunities. For the purposes of this Section 7.2, “day-to-day business affairs” shall also include, in addition to that set forth above (and by no means excluding other ordinary activities), design changes that do not, in effect, result in a change of core business, equipment purchases that relate to the business and/or its operations at the time of such purchase, and salaries within the context of a mutually agreed upon, pre-approved budget, which budget shall reflect, in part, KAC’s overall revenue contribution.
Sample 1
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Related to KAC Directors

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Preferred Stock Directors Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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