Pinnacle Director Sample Clauses

Pinnacle Director. Harbinger and Pinnacle shall vote their respective Equity Securities so that the Board shall be composed of such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six directors shall be nominated by Harbinger and shall vote their respective Equity Securities to elect such six nominees. From and after the date of this Agreement, Harbinger agrees to nominate, as one of such six directors, an individual proposed by Pinnacle in writing and to vote its Equity Securities to elect such Pinnacle nominee. In addition, following 90 days after the date of this Agreement, Harbinger agrees to nominate, as one of such six directors, a second individual proposed by Pinnacle in writing, such that following such time, Pinnacle shall have the right to designate in the aggregate two of such six directors and Harbinger shall vote its Equity Securities to elect such Pinnacle nominee. Immediately following the execution of this Agreement, Harbinger shall cause the initial appointment of each such Pinnacle nominee by removing a Harbinger-nominated director in each such case and replacing such director with a Pinnacle-designated nominee.
Sample 1
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Related to Pinnacle Director

  • 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.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Director A member of the Board of Directors of the Company.

  • EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _____ shares of Common Stock of WHG Bancshares Corporation (the "Company") is hereby granted to ________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2001 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with --- Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.

  • Committee Membership Unless prohibited by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading and so long as Second City shall retain designation rights under Section 8.8.A(1) to provide for at least one Second City Nominee serving as a director, then at least one Second City Nominee shall be appointed to each committee of the Board of Directors (provided that such Second City Nominee is qualified as independent under the rules, regulations or listing standards of such securities exchange, as such rules, regulations and listing standards may be amended from time to time, for service on such committee), other than any committee formed for the purpose of evaluating or negotiating any transaction with Second City.

  • Director's Fees If the Executive is required, as a consequence of employment with the Company, to act as a Director of the Company or of a corporate member of the Group, the Executive will not receive any compensation in addition to the TRC.

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • The Board (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company.

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

  • Stock Plan Administration Service Provider The Company transfers the Participant's Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant's Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. (c)

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