Right to Appoint Directors Sample Clauses

Right to Appoint Directors. During the Term (as defined below), Vitus shall have the right, but not the obligation, to appoint two (2) persons for election as directors of Xxxxxx (each a “Vitus Nominee” and collectively, the “Vitus Nominees”). In this regard, Vitus shall each year, not more than forty-five (45) days after the end of Xxxxxx’ fiscal year, give written notice to the corporate secretary of Xxxxxx as to the names of the Vitus Nominees to be proposed for election at the next meeting of shareholders of Xxxxxx at which directors are to be elected (the “Notice”). In the event that Vitus fails to provide the Notice in the manner set out above, the two persons named by Vitus in the previous Notice or pursuant to section 2 of this Agreement, as the case may be, shall be deemed to be the Vitus Nominees. Vitus shall provide Xxxxxx with any additional information with respect to the Vitus Nominees that Xxxxxx may reasonably request, including information that may be required for a management information circular of Xxxxxx or corporate or regulatory filings by Xxxxxx. Vitus may give written notice to the corporate secretary of Xxxxxx, not more than forty-five (45) days after the end of Xxxxxx’ fiscal year, that it does not wish to designate one or both of the Vitus Nominees, in which circumstance Xxxxxx will not be required to propose one or both of the Vitus Nominees, as the case may be, for election at the next meeting of shareholders of Xxxxxx at which directors are to be elected. Any such decision by Vitus to not designate one or both of the Vitus Nominees shall not negate any other provision of this Agreement and shall not be construed or interpreted as a waiver by Vitus of its right to designate Vitus Nominees under this Agreement in respect of future fiscal years.
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Right to Appoint Directors. Section 1.3 of the Original Agreement is amended by inserting new subsections (g) and (h) to read, in their entireties, as follows:
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Right to Appoint Directors. Notwithstanding Section 9(h) of the Second Amendment to the Agreement of Limited Partnership of Rackspace, Ltd. to the contrary, 2M shall not have the right to participate with the other Class C Limited Partners in designating one director or manager of the Successor Entity under the terms set forth in such Section 9(h), nor for the purposes of Section 9(h) shall 2M's equity interest in the Partnership be included in determining whether the Class C Limited Partners hold 10% of the equity interests of the Successor Entity.
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Right to Appoint Directors. Notwithstanding Section 9(h) of the Second Amendment to the Agreement of Limited Partnership of Rackspace, Ltd. to the contrary, Norwest, Red Hat, Xxxxxx Xxxxxx and the New Investors, if any, shall not have the right to participate with the other Class C Limited Partners in designating one director or manager of the Successor Entity under the terms set forth in such Section 9(h), nor for the purposes of Section 9(h) shall Norwest's, Red Hat's, Xxxxxx Xxxxxx'x or the New Investors equity interest in the Partnership be included in determining whether the Class C Limited Partners hold 10% of the equity interests of the Successor Entity.
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Right to Appoint Directors. 10.1 For so long as RSGF is the owner of over 5% of the equity share capital of the Company RSGF will be entitled to appoint one Director of the Company.
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Right to Appoint Directors. The Members shall have the right to appoint the members of the Board of Directors.
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Right to Appoint Directors 
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Related to Right to Appoint Directors

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • 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.

  • Directors as Agents To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Directors, a Director may not bind the Company.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

  • 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.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Committees and Advisory Board The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. The Trustees may appoint an advisory board to consist of not less than two nor more than five members. The members of the advisory board shall be compensated in such manner as the Trustees may determine and shall confer with and advise the Trustees regarding the investments and other affairs of the Trust. Each member of the advisory board shall hold office until the first meeting of the Trustees following the next annual meeting of the shareholders and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified, or until the advisory board is sooner abolished by the Trustees.

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

  • Board Appointments (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that will become effective no later than upon the conclusion of the 2020 Annual Meeting.

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