Selection of Directors. While this Agreement is in effect, the selection and nomination of Directors who are not interested persons of the Company shall be committed to the discretion of the Directors who are not interested persons of the Company.
Selection of Directors. (a) In any election of directors of the Company, each Stockholder shall vote such number of shares of Stock as may be necessary to elect as a director one individual nominated by the HITN (the "HITN Director"), but only if the HITN owns, in the aggregate, Stock representing at least 5% of the Voting Shares of the Company, it being understood that the initial HITN Director shall be Xxxx Xxxx Xxxxxxxxx.
(b) In any election of directors of the Company, each Stockholder shall vote such number of shares of Stock as may be necessary to elect as a director one individual nominated by the Clearwire Stockholders (the "Clearwire Director"), but only if the Clearwire Stockholders own, in the aggregate, Stock representing at least 10% of the Voting Shares of the Company, it being understood that the initial Clearwire Director shall be a person to be determined by Clearwire in the future.
(c) Any director of the Company may be removed from the Board of the Directors in the manner allowed by law and the Company's Bylaws, but with respect to a director designated pursuant to this Section 8.02, only upon the vote or written consent of the Stockholders entitled to designate such director. Any vacancies on the Board of Directors shall be filled in accordance with this Section 8.02.
Selection of Directors. Subject to the requirements set forth in Exhibit A, the Nominating and Governance Committee, with input from the Executive Chairman, other Board members or shareholders, is responsible for identifying and screening candidates for Board membership. The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur.
Selection of Directors. At the request of GTC, at the time of Closing, the directors of the Company selected by NWP shall resign and NWP shall select designees of GTC to be promptly elected to the board of NWP pursuant to the Pcomm Stock Agreement.
Selection of Directors. Within 30 days after the execution of this Agreement by the Parties, each Party shall designate and appoint the representatives to serve as Directors on the Board. Each Party also shall appoint an alternate Director. For each Party, each representative shall be an existing board member to the legal entity party to this agreement. The alternate member shall also be an existing board member of the party. Alternates shall assume all rights of a Director representing the appointing entity and shall have the authority to act in the absence of a Director or in the event that a Director has a conflict of interest that precludes participation by the Director in any decision-making process of the Agency. Each Party shall give written notice to the Agency Secretary of the names of its Directors and alternate Director. The names of all directors and alternates shall be on file with the Board. Each of the Directors and alternate Directors shall hold office from the first meeting of the Board after the appointment of the Director or alternate Director until a successor is selected. Directors, alternate Directors and Participating Agency members shall serve at the pleasure of the governing body of their appointing Parties or Agency and may be removed at any time, with or without cause, at the sole discretion of such governing body.
Selection of Directors. Each Shareholder agrees to vote the Shares he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of Ascend (the “Director Designees”):
(a) Two (2) persons (together, the “Ascend Directors”), each of whom shall be designees of the Ascend Group; with one such designee being a Class B director (and qualifying as an “independent” director within the meaning of the Nasdaq rules); and one such designee being a Class C director, in each case such designee shall be subject to the good faith approval of the ePAK Group, which approval or disapproval shall be given within five business days of the date such designee is identified as required to the Group Representative of ePak; and it being agreed that each of Xxx Xxxx and Xxxxxx “Xxxx” Xxxxxxxxxxx are acceptable to the ePak Group;
(b) Two (2) persons (together, the “ePak Directors”), each of whom shall be the designee of the ePak Group; with one such designee being a Class B Director (and qualifying as an “independent” director within the meaning of the Nasdaq rules); and one such designee being as Class C Director, in each case such designee shall be subject to the good faith approval of the Ascend Group, which approval or disapproval shall be given within five business days of the date such designee is identified as required to the Group Representative of Ascend; and it being agreed that each of Xxxxxx Xxxxx and Xxxx Xxxx Loo are acceptable to the Ascend Group; and
(c) One person whom shall be mutually designated by the Ascend Group and ePak Group, or if they are unable or unwilling to mutually select such designee, a designee mutually selected by the ePak Directors and Ascend Directors designated in clauses (a) and (b) of this Section 1.03, which designee in all cases shall qualify as an “independent director” within the meaning of the Nasdaq rules and shall serve as a Class A director, who shall initially be Xxxxx San Filippo.
Selection of Directors. The Company’s Board is divided into three classes of approximately equal size. The term of office for each class is staggered such that the term of office for one class expires each year. Each year, the shareholders of the Company elect directors to a three-year term for the class whose term is expiring by a plurality of the votes cast at the Company’s annual meeting of shareholders. The Nominating and Governance Committee screens and recommends director nominees to the Board, and the Board in turn recommends director nominees for election by the Company’s shareholders. The Nominating and Governance Committee considers qualified director candidates recommended by shareholders, provided such recommendations are made in compliance with the advance notice provisions of the Company’s bylaws and other applicable Securities and Exchange Commission rules and regulations. The criteria used by the Board and the Nominating and Governance Committee for the selection of directors are set forth in the charter of the Nominating and Governance Committee.
Selection of Directors. The management members of the General Partner will select directors for election to the Board in accordance with the terms of the General Partner Agreement.
Selection of Directors. All nine of the initial members of the Company Board shall have been determined in accordance with the provisions of the Stockholders’ Agreement.
Selection of Directors. Upon completion of the Merger, XDGI and its Company subsidiary shall have a seven person board of directors, of which the Principal shall be entitled to designate not less than four persons acceptable to her. The remaining three directors shall be Kent Rodriguez and two other independent directors within the meaning xx xxx Xxxxxxes Oxley Act of 2002, who shall be acceptable to XDOGS and its financial advisors.
