Reduction in Number of Directors Sample Clauses

Reduction in Number of Directors. Notwithstanding anything herein to the contrary: (i) (A) from and after the date that the Cypress Group and its Permitted Transferees (other than its Clause (iii) permitted Transferees) own in the aggregate Shares representing 5% or more but less than 20% of the outstanding Common Stock, the Cypress Group shall be entitled to designate one director for election or removal pursuant to Section 4.2(a) or 4.3, and (B) from and after the date that the Cypress Group and such Permitted Transferees own in the aggregate Shares representing less than 5% of the outstanding Common Stock, the Cypress Group shall no longer be entitled to designate any directors for election or removal pursuant to Section 4.2(a) or 4.3; (ii) (A) from and after the date that Scotsman Partners and its Permitted Transferees (other than its Clause (iii) Permitted Transferees) own in the aggregate Shares representing 5% or more but less than 20% of the outstanding Common Stock, the SP Group shall be entitled to designate one director for election or removal pursuant to Section 4.2(a) or 4.3, and (B) from and after the date that Scotsman Partners and such Permitted Transferees own in the aggregate Shares representing less than 5% of the outstanding Common Stock, the SP Group shall no longer be entitled to designate any directors for election or removal pursuant to Section 4.2(a) or 4.3; and (iii) From and after the date that Odyssey and Odyssey Investment Group and their Permitted Transferees own in the aggregate Shares representing less than 5% of the outstanding Common Stock, OIPF shall no longer be entitled to designate any directors for election or removal pursuant to Section 4.2(a) or 4.3.
Sample 1
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Reduction in Number of Directors. 1.3.1 Notwithstanding anything to the contrary in Section 1.1(a), -------------- if the Corporation fails to achieve the Milestone for Phase Two, and LLI elects in its sole discretion not to invest in Phase Two, in accordance with Section 1.3(c) of the Investment Agreement (as such terms are defined therein), upon completion of the issuance of any debt or equity in accordance with Section 1.3(c)(i) of the Investment Agreement: ----------------- (a) The Corporation shall be entitled to reduce the number of LLI Directors to one (1), and the Board of Directors (with the LLI Directors prohibited from voting) shall be entitled to terminate two (2) of the LLI Directors if the resignations of two (2) of the LLI Directors have not been received by the Corporation within fifteen (15) days after written demand therefor to LLI. The vacancies created by such terminations or resignations shall be filled by directors nominated by the ICMG Directors; and (b) The ICMG Directors may, in their sole discretion, take any and all actions permitted to be taken by directors under the Corporation's Bylaws to effectuate the foregoing. 1.3.2 Notwithstanding anything to the contrary in Section 1.1(a), -------------- if the Corporation achieves the Milestone for Phase Two and LLI elects in its sole discretion not to exercise its option for Phase Two, or elects to invest in Phase Two but it fails to pay the purchase price on or before the Phase Two Due Date, in accordance with Section 1.3(d) of the Investment Agreement (as such -------------- terms are defined therein): (a) The Corporation shall be entitled to reduce the number of LLI Directors to one (1), and the Board of Directors of the Corporation (with the LLI Directors prohibited from voting) shall be entitled to terminate two (2) of the LLI Directors if the resignations of two (2) of the LLI Directors have not been received by the Corporation within fifteen (15) days after written demand therefor to the LLI Directors. The vacancies created by such terminations or resignations shall be filled by directors nominated by the ICMG Directors; (b) The Corporation shall be entitled to terminate the Shareholders Agreement; and (c) The ICMG Directors may, in their sole discretion, take any and all actions permitted to be taken by directors under the Corporation's Bylaws to effectuate the foregoing. (d) If the Corporation elects the 80% Call Notice (as defined in the Investment Agreement), but fails to deliver the purchase price to LLI wi...
Sample 1

Related to Reduction in Number of Directors

  • Number of Directors Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

  • Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

  • Vacancies Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

  • REDUCTION IN FORCE A. In any reduction in the bargaining unit as a result of budgetary actions or curriculum and/or administrative organization, every effort will be made to transfer affected teachers to other similar positions within the school system where vacancies exist and for which the affected teachers are certified. B. If no similar positions are available, rehired retirees, provisionally certificated teachers and non- tenured teachers in the subjects and/or grade levels affected will be laid off or separated from the active employment rolls prior to tenured teachers in the same subjects and/or grade levels. If it becomes necessary to lay off tenured teachers, they shall be laid off in the inverse order of their seniority. An appropriate seniority list will be made available for inspection when a tenured teacher has been laid off and disputes a seniority ranking. The seniority list will be developed from the last date of employment and furnished to the Association. If there is a tie, the affected teachers will have seniority calculated as defined in Article I, Section B.7. Teachers on an unpaid leave of absence shall retain accrued seniority. Teachers on military leave, Association leave and on layoff shall continue to accrue seniority during that time. A countywide list of all certificated personnel employed as of July 1 of each year shall be compiled and available upon request of FCTA. The list will indicate name, date of first employment, date of current employment and department and location code. C. Teachers on layoff shall be placed on a priority recall list in accordance with their seniority. The teachers shall be recalled as vacancies become available in accordance with their position on the list and their certification for said vacancies. D. When vacancies become available, the teacher will be notified of the vacancy by phone and email sent to the last known address. The teacher so notified shall notify the responsible administrator, in writing, in not more than ten (10) days after receipt of notification of the vacancy as to whether or not the position will be accepted. The teacher may decline the first offer of employment. If the teacher declines the second offer of a position, reemployment rights shall be forfeited. All teachers shall remain on the priority recall list for a maximum of three (3) years. E. While a layoff continues, no new teachers shall be hired except in those unique circumstances where (a) there are no teachers on the priority recall list qualified to fill the vacancy or (b) all qualified teachers on the priority recall list decline the offer to fill the vacancy. F. Any layoff due to reduction in force shall not be subject to any dismissal procedure required elsewhere in this Agreement. G. Teachers recalled under these provisions shall have restored to them all previously accrued sick leave and personal leave. H. The Board and the Association recognize that appropriate governmental agencies that have jurisdiction may promulgate rulings and/or regulations that may impact this Article. If such rulings or regulations cause any provisions to be in conflict, the parties shall meet within ten (10) days for the purpose of renegotiating only the provision(s) held to be contrary.

  • Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

  • Limit on Number of Partners Unless otherwise permitted by the General Partner in its sole and absolute discretion, no Person shall be admitted to the Partnership as an Additional Limited Partner if the effect of such admission would be to cause the Partnership to have a number of Partners that would cause the Partnership to become a reporting company under the Exchange Act.

  • Estimated Number of Participating Households Approximately 6,460. This figure is based on loans with unpaid principal balances ranging from $200,000 to $400,000 with an average funding of $5,000.00.

  • Staff Reduction 11.1 When a reduction within the District is needed, the affected employee(s) and the Association will be notified as to which position(s) will be eliminated or reduced at least fourteen (14) calendar days prior to the reduction. 11.2 When a reduction within the District is needed, the Board will determine which position(s) will be eliminated or reduced. An employee whose position will be eliminated or reduced shall have the right to displace an employee in his/her present job classification or another job classification in accordance with the following: a. The laid off or reduced employee has greater seniority than the employee to be displaced. b. The laid off or reduced employee had an equal or greater number of hours in his/her regular schedule than the employee to be displaced. c. The laid off or reduced employee presently has the necessary qualifications to perform the work. d. The laid off or reduced employee elects to exercise his/her displacement rights within five (5) working days of notification of his/her layoff or reduction. An employee displaced under this section is also entitled to displacement rights under this section. 11.3 When filling vacancies which occur after a reduction in staff, laid off bargaining unit members who have been released less than two (2) years, shall be recalled in the order of seniority, with the most senior member being recalled first to any position for which he/she is qualified. Effective July 1, 1991, newly hired bargaining unit members shall be subject to recall for two (2) years. If the employee fails to report to work within ten (10) working days from the receipt of the recall notice via certified or registered mail, that person shall be considered a voluntary terminated employee. However, if an employee is recalled to a position of lesser hours, he/she shall have the option to refuse the position and shall not be removed from the recall list as a result of this action. 11.4 An employee may elect to accept layoff rather than exercise his/her bumping rights. 11.5 For the purposes of this agreement, qualified shall be defined as capable of skillfully and efficiently performing the job duties as summarized in the job description in a competent manner with minimal instruction. The District reserves the right to test employees as needed. Qualified includes the following: a. Any licenses, certification and training necessary to perform the job, and b. demonstrated skills and merits. The most senior qualified employee shall be selected, excepting that a less senior candidate may be selected if he/she has greatly superior training and skills. The burden of proof of greatly superior training and skills shall be on the Board.

  • Reduction in Hours (a) Reduction in hours shall be based on seniority, providing that affected employees have the qualifications to perform the work that is available and that licensing standards can be maintained. (b) Any regular employee offered a reduction of hours shall have the right to choose layoff as per Article 13.3. (c) Any regular employee offered a reduction of hours shall be given two (2) weeks’ notice of the reduction.

  • REDUCTION IN PERSONNEL All language in this article which is shown in italics is meant to apply to non-certified professionals, (see Article I Section A. for definition of this term). A. In the event of a general cutback or reduction of teaching staff through layoff from employment, the following procedures will be utilized. 1. Teachers not holding a valid Michigan teaching certificate will be laid off first, provided there are certified and qualified teachers to replace and perform all of the needed duties of the laid-off teacher. 2. If reduction is still necessary, then probationary teachers with the least number of continuous years of teaching in the Dexter School System will be laid off first, provided there are remaining certified and qualified teachers to replace and perform all of the needed duties of the laid-off teachers. 3. If further reduction is still necessary, then tenured teachers with the least number of years of continuous teaching experience in the Dexter School System will be laid off first, provided there are certified and qualified teachers to replace and perform all of the needed duties of the laid-off teachers. B. Certified teachers shall be defined as teachers who hold a valid Michigan teaching certificate. C. Qualified teachers shall be defined as teachers who possess a major or minor or have previous teaching experience in the District in the subject matter area to be taught. D. Length of service or seniority is defined as service in the Dexter School System as a member of the bargaining unit. Leaves of absence, with or without pay and absence due to layoff are not to be considered a break in service, but service time shall continue to accrue during periods of paid leave, or periods of layoff only. The first day worked shall commence accrual of service time. E. A seniority list shall be maintained by the District. Teachers shall be ranked in order of seniority. Accompanying the name of each teacher shall be a listing of the teacher's certification endorsement. Said seniority list shall be presented to the Association annually during the month of October for review. Corrections shall be brought to the attention of the administration within three (3) weeks after its presentation to the Association. Ranking of teachers with the same length of service shall be determined by a drawing each year. The Association and teachers so affected shall be notified in writing of the date, place and time of the drawing.

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