Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be two (2) Directors and hereafter the authorized number of Directors may be increased or decreased by the Member. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The Directors are listed on Schedule B attached hereto and such persons shall hold office as a Director until his respective successor is elected or until his earlier death, resignation or removal.
Number of Directors; Term of Office. The authorized number of Directors shall be seven (7) Directors.
(i) Three (3) Directors shall be appointed by the General Partner, in its sole discretion. A Director appointed by the General Partner may sometimes be referred to herein as an “NEP GP Appointed Director.” Each NEP GP Appointed Director shall hold office for the term of which he is appointed and until his successor shall have been duly appointed and qualified or until his earlier resignation, retirement, removal from office or death. The initial NEP GP Appointed Directors shall take office commencing at 12:00:01 a.m. on January 1, 2018 (or such later date as such NEP GP Appointed Directors shall have been duly appointed and qualified).
(ii) At each annual meeting of Limited Partners commencing with the annual meeting of Limited Partners held in 2017, the Limited Partners shall elect four (4) Directors. A Director elected by the Limited Partners may sometimes be referred to herein as an “LP Elected Director.” Each LP Elected Director shall hold office for a term of one (1) year commencing at 12:00:01 a.m. on January 1 (or such later date as such LP Elected Director shall have been duly elected and qualified) of the next succeeding year and extending through 11:59:59 p.m. on December 31 of such year (or such later date as such LP Elected Director’s successor shall have been duly elected and qualified). Each LP Elected Director shall hold office for the term of which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, retirement, removal from office or death. No person who shall have attained the age of seventy-two (72) years by the date of election shall be eligible for election as an LP Elected Director; provided, however, that the Board of Directors is authorized, in circumstances it deems appropriate and by unanimous approval of all of the Directors then in office (except the LP Elected Director whose qualification is the subject of the action), to render an LP Elected Director then in office (the “Affected Director”) eligible for election as an LP Elected Director until either the date of election next following the Affected Director’s seventy-third (73rd) birthday or the date of election next following the Affected Director’s seventy-fourth (74th) birthday.
Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, be five (5) Directors and hereafter the authorized number of Directors may be increased or decreased by the Board. Subject to the terms and provisions of the Members Agreement, the Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of a Majority of the Members and shall hold office until their respective successors are elected or until their earlier death, resignation or removal. The initial ABRY Directors shall be Xxxxx Xxxxxx, X.X. Xxxxxxx and Xxxx Xxxxx; the initial CEO Director shall be Xxxxxx Xxxxxx; and the remaining initial Director shall be Xxxxxxx Xxxxx; and each such Person shall hold office as a Director until his or her respective successor is elected or until his or her earlier death, resignation or removal.
(i) A Majority of the Members may remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected pursuant to the Members Agreement, such Director may be removed and the vacancy filled only as provided in the Members Agreement. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a Majority of the Board, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal; provided that such Director can be removed with or without cause and replaced by the Member or Members, if any, which have the right to designate such Director pursuant to the Members Agreement.
(ii) A Director may resign at any time by giving written notice to that effect to the Company. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or for any other reason (including due to the authorization by the Board of a newly created directorship) and not filled by the Members (either by Members with the right to designate such Director pursuant to the Members Agreement or otherwise) may be filled by a Majority of the Board, although less than a quo...
Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, continue to be one Director and, hereafter, the authorized number of Directors may be increased or decreased by the Board. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.
(i) Holders of a majority of the outstanding Voting Units may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.
(ii) A Director may resign at any time by giving written notice to that effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members of a newly created Directorship) and not filled by the Members may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.
Number of Directors; Term of Office. Subject to the terms of the Registration and Shareholder Rights Agreement, dated as of [●], by and among the Corporation and certain of its stockholders (as amended, modified and/or supplemented from time to time, the “Registration and Shareholder Rights Agreement”), the number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors of the Corporation shall be [names]; the initial Class II Directors of the Corporation shall be [names]; and the initial Class III Directors of the Corporation shall be [names]. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2021, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2022, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2023. The mailing address of each person who is to serve initially as a director is c/o Cerevel Therapeutics Holdings, Inc., 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock en...
Number of Directors; Term of Office. The authorized number of Directors is, as of the date hereof, three. The Directors shall be elected by a majority in voting interest and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation or removal. The initial Directors shall be: Xxxxxxx Xxxx, Xxx Xxxxx and Xxxxxx Xxxxxx, and each such person shall hold office as a Director until his respective successor is elected and qualified or until his earlier death, resignation or removal.
7.3.1 The Sole Member may remove (with or without cause) any Director and fill the vacancy. Any vacancy caused by such removal of a Director and not filled by the Sole Member may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.
7.3.2 A Director may resign at any time by giving written notice to that effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of a newly created directorship) and not filled by the Sole Member may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.
Number of Directors; Term of Office. The Board of Directors shall consist of three members but may be increased or decreased as hereinafter provided. Each director shall hold office until the annual meeting of the stockholders next following his or her election and until his or her successor shall have been elected and shall qualify, or until his or her death, resignation or removal from office. At any time or from time to time at a special meeting called for that purpose, the Board of Directors, by the vote of a majority of the entire Board, may increase the number of directors of the Corporation, or may decrease the number of directors of the Corporation; provided, however, that in no event shall the number of directors of the Corporation be less than one. Directors shall be elected at the annual meeting of stockholders. Directors need not be stockholders or residents of the State of Delaware. Except as otherwise provided in these Bylaws, elections of directors need not be by written ballot.
Number of Directors; Term of Office. The authorized number of Directors comprising the Board shall be five (5), which number, subject to the requirements set forth in Section 3.1(c)(i), may be modified by the Board in its discretion from time to time, but shall never exceed five (5) or be less than three (3). The Directors shall, except as otherwise provided for in this Section 3.1(c), hold office until their respective successors are appointed and qualified or until their earlier death, resignation or removal.
(i) Notwithstanding the foregoing:
(A) (x) From the Effective Date until the Closing Date and (y) following the Closing Date, at any time when the TowerBrook Ownership Threshold is met, the AS Partners shall have the right to designate up to two Directors (the “Ascension Director Designees”) and the TowerBrook Partners shall have the right to designate a number of Directors whose votes collectively represent at least a Majority of the Board (the “TowerBrook Director Designees”). As of the Effective Date, the Ascension Director Designees are Jxxxxx Xxxxxxxxxx and Axxxxxx Xxxxxxxx, and the TowerBrook Director Designees are Gxxxx Xxxxxx, Exxx Xxxxxxx and Jxxxxxxx Xxxxxxxx.
(B) Following the Closing Date, at any time when the TowerBrook Ownership Threshold is not met, the AS Partners and the TowerBrook Partners shall have the right to designate a number of Directors whose votes on the Board shall be approximately proportional to the number of TowerBrook Allocable Securities and Ascension Allocable Securities respectively owned by Series TB and Series AS; provided, however, that (i) for so long as a Series continues to hold any Company Securities, the Limited Partners associated with that Series shall have the right to designate at least one (1) Director and (ii) as between the AS Partners and the TB Partners, the Limited Partners related to the Series with the highest Current Investment Percentage shall have the right to designate Directors who represent a Majority of the Board.
Number of Directors; Term of Office. The Board of Directors shall consist of one (1) member but may be increased or decreased as hereinafter provided. Each director shall hold office until the annual meeting of the shareholders next following his or her election and until his or her successor shall have been elected and shall qualify, or until his or her death, resignation or removal from office or a decrease in the number of directors. At any time or from time to time at a special meeting called for that purpose, the Board of Directors, by the vote of a majority of the entire Board, may increase the number of directors of the Corporation, or may decrease the number of directors of the Corporation; provided, however, that in no event shall the number of directors of the Corporation be less than one (1). Directors shall be elected at the annual meeting of shareholders. Directors need not be shareholders or residents of the State of Arizona.
Number of Directors; Term of Office. As of the date hereof, the authorized number of Directors of the Board is, and shall be, nine Directors. The authorized number of Directors of the Board may be changed by a Majority of the Board to any of five to fifteen Directors (inclusive). The Directors shall, except as hereinafter otherwise provided for, be elected (and removed and replaced, if applicable) by Members and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation or removal. As of the date hereof, the Directors are Xxxxxxx Xxx, Xxx Xxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxx, and each such Person shall hold
