Private Power Director Sample Clauses

Private Power Director. So long as any shares of the Corporation’s Class B Common Stock or Class C Common Stock are held by Stockholders that are Private Power Participants, such Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to elect one (1) Director (the “Private Power Director”) at each meeting or pursuant to consent of the Corporation’s stockholders for the election of Directors. The designation of the Private Power Director as a Class II Director or a Class III Director (in each instance as defined in Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement) shall be in conformance with Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement (the Private Power Director shall neither be a Class I Director (as defined in Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement) nor in the same class as the Public Power Director (as defined below)). At any time and from time to time, acting by written consent or pursuant to a stockholder vote, the Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to: (X) remove from office the Private Power Director, for Cause (as defined below), provided that the decision to remove the Private Power Director for Cause is confirmed by a vote of a majority of the Other Directors; and (Y) fill any vacancy caused by the resignation, death or removal of such Director.
Sample 1
AutoNDA by SimpleDocs
Private Power Director. Pursuant to the Stockholders’ Agreement, except as provided in Section 5.2(c) below, so long as any shares of Class B Common Stock or Class C Common Stock are held by Private Power Participants, the Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to elect one (1) Director (the “Private Power Director”) at each meeting or pursuant to consent of the Corporate Manager’s stockholders for the election of directors. The designation of the Private Power Director as a Class II Director or a Class III Director shall be in conformance with Section 5.5 below. At any time and from time to time, acting by written consent or pursuant to a stockholder vote, the Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to: (X) remove from office the Private Power Director, for Cause (as defined below) provided that the decision to remove such Private Power Director is confirmed by a vote of a majority of the Other Directors; and (Y) fill any vacancy caused by the resignation, death or removal of such director;
Sample 1

Related to Private Power Director

  • Corporate Power, Etc Administrative Borrower (a) has all requisite corporate power and authority to execute and deliver this Ninth Amendment and to consummate the transactions contemplated hereby for itself and, in the case of Administrative Borrower, on behalf of all of the other Borrowers, and (b) has taken all action, corporate or otherwise, necessary to authorize the execution and delivery of this Ninth Amendment and the consummation of the transactions contemplated hereby for itself and, in the case of Administrative Borrower, on behalf of all of the other Borrowers.

  • Corporate Power The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Due Incorporation; Good Standing; Corporate Power; Etc The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

  • Corporate Powers The execution, delivery and performance of the Loan Documents required to be delivered by the General Partner hereunder are within the corporate powers of the General Partner, have been duly authorized by all requisite corporate action, and are not in conflict with the terms of any organizational instruments of the General Partner, or any instrument or agreement to which the General Partner is a party or by which the General Partner or any of its assets is bound or affected.

  • Corporate Power; Authorization The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Corporate Power and Authority; No Conflicts The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders which has not been obtained; (b) contravene its certificate of incorporation or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulations T, U and X of the Board of Governors), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Guarantor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Guarantor; or (f) cause such corporation to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

  • Organization; Corporate Powers The Borrower and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.

  • Organization; Corporate Power It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Sponsors' Support Agreement, as amended hereby;

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

Time is Money Join Law Insider Premium to draft better contracts faster.