Right to Designate Directors Sample Clauses

Right to Designate Directors. For so long as the Voting Agreement shall remain in full force and effect: (a) Subject to the next succeeding sentence in this clause (a) of this Section D, for so long thereafter as the Holder(s) of Series C Preferred Stock and/or its or their Affiliates own at least 1,250 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of Series C Preferred Stock, the Majority Holder(s) and/or its or their Affiliates shall be entitled to nominate and elect two (2) members to the Board of Directors of the Corporation, and (subject to FINRA regulations or other limitations on the activities or registered broker/dealers) one (1) member to the Board of Directors of each of the Company Subsidiaries. In the event that a Triggering Event has occurred on or before December 31, 2009, and for so long thereafter as the Holder(s) of Series C Preferred Stock and/or its or their Affiliates own at least 1,250 shares of Series C Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), the Majority Holder(s) and/or its or their Affiliates shall be entitled to nominate and elect fifty (50%) percent of all of the members of the Board of Directors of the Corporation, and (subject to FINRA regulations or other limitations on the activities or registered broker/dealers) one (1) member to the Board of Directors of each of the Company Subsidiaries. Such Persons nominated and elected by the Majority Holder(s) and/or its or their Affiliates are referred to herein as the “Series C Directors”. (b) If the Boards of Directors of the Corporation is to vote to fill any vacancies on such Board(s) of Directors resulting from the death, resignation, retirement, disqualification, removal or other cause of any of the Series C Directors, then for so long as the Holder(s) of Series C Preferred Stock and/or its or their Affiliates own at least 1,250 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of Series C Preferred Stock, the Majority Holders and/or its or their Affiliates shall be entitled to nominate the applicable number of candidates as Series C Directors as are specified in clause (a) above of this Section D for election to the Board of Directors to fill such vacancies. (c) At all times, the Board of Directors of the Corporation shall, as a whole, satisfy the applicable “independence” requirements that may be applicable to the Corporation under the rules of the stock exchange or other t...
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Right to Designate Directors. The Merger Agreement provides that, upon the purchase of Common Stock pursuant to the Offer and from time to time thereafter, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, Parent shall be entitled to designate such number of directors of the Company, rounded down to the next whole number, as is equal to the product of the total number of directors on the Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the Board Fraction (the "Designees"). "
Sample 1
Right to Designate Directors. In addition to any other right or remedy, upon the occurrence or existence of any Event of Default, and until the Event of Default is cured or the Notes are converted, the Majority Note Holders (as such term as defined in the Agreement) may designate up to two (2) candidates (the “Note Designees”) reasonably acceptable to the Company to serve as directors on the Company’s Board of Directors and the Company shall take such actions necessary to cause such candidates to be added to the Company’s Board of Directors. The right to designate the Note Designees set forth in Section 5(b) may only be exercised once and in no event may the Note Designees elected pursuant to this provision constitute a majority of the Company’s Board of Directors.
Sample 1
Right to Designate Directors. If the convertible feature of the Series B Stock into Common Stock is not exercisable by July 31, 1999 because neither of the Nasdaq Conditions has been satisfied, then the number of directors constituting the Board of Directors shall, without further action, be increased by such number as is equal to one more than the number of directors constituting the Board at such time (i.e., if such Board is constituted by four (4) directors then the number of directors shall be increased by five (5), for a total of nine directors), and the holders of a majority of the outstanding shares of Series B Stock shall have, in addition to the other voting rights set forth herein, the exclusive right, voting together as a single class, to elect the directors necessary to fill the vacancies created by such increase in the size of the Board (the "Additional Directors"). Additional Directors shall continue as directors and such additional voting right shall continue until such time as one of the Nasdaq Conditions is satisfied, at which time such Additional Directors shall cease to be directors and such additional voting right of the holders of shares of Series B Stock shall terminate.
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Right to Designate Directors. The Merger Agreement provides that promptly upon acceptance of payment of, and payment for, at least 50.1% of the outstanding shares of Common Stock by Purchaser pursuant to the Offer, and until the Effective Time, Purchaser shall be entitled to designate such number of directors on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors (the "Designees"), and the Company shall, at such time, cause the Designees to be so elected by its existing Board of Directors. INFORMATION WITH RESPECT TO DESIGNEES The following table contains information with respect to the Designees (including age as of the date hereof, business address, current principal occupation or employment and five-year employment history). The business address of each Designee is International Bancshares Corporation, 1200 Xxx Xxxxxxxx Xxx., Laredo, Texas 78040, and its telephone number is (950) 000-0000.
Sample 1
Right to Designate Directors. If at any time the Common Stock is registered under the Securities Exchange Act of 1934, as amended, Section 2 of this Agreement will terminate immediately after the first election of directors following the effective date of such registration, without any other action by the parties or otherwise. If at any time MTI (or its Permitted Transferees or Permitted Transferees of Permitted Transferees) or the Individual Refraco Stockholders collectively (or their Permitted Transferees or Permitted Transferees of Permitted Transferees) own less than 2.5% of the Common Stock, Section 2 of this Agreement will terminate with respect to such Minority Stockholder(s), without any other action by the parties or otherwise.
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Right to Designate Directors 
Sample 1
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Related to Right to Designate Directors

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • 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. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

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

  • EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _______ shares of Common Stock of Parke Bancorp, Inc. (the "Xxxxxny") 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 2005 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.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

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