Senior Note Directors Sample Clauses

Senior Note Directors. Subject to the provisions of Section 2.2(w), whenever, at any time or times, interest payable on the Senior Notes has not been paid in full for an aggregate of six (6) quarterly Interest Payment Periods or more, whether or not consecutive, the authorized number of directors of the Company shall automatically be increased by two and the Holders of the Senior Notes shall have the right, voting as a class, to elect two directors (hereinafter the “Senior Note Directors” and each a “Senior Note Director”) to fill such newly created directorships at the Company’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid interest for all past Interest Periods, including the latest completed Interest Period (including, if applicable as provided in Section 5.5 above, interest on such amount), on all outstanding Senior Notes has been paid in full at which time such right shall terminate with respect to the Senior Notes, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Senior Note Director that the election of such Senior Note Director shall not cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Company may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the Holders of Senior Notes as a class to vote for directors as provided above, the Senior Note Directors shall cease to be qualified as directors, the term of office of all Senior Note Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Senior Note Directors elected pursuant hereto. Any Senior Note Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the Majority Holders of the Senior Notes at the time outstanding voting separately as a class, to the extent the voting rights of such Holders described above are then exercisable. If the office of any Senior Note Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Senior Note ...
AutoNDA by SimpleDocs

Related to Senior Note Directors

  • Director Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by: ..........................................

  • INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the directors (other than in his capacity as a director or shareholder of the Company) or the controlling shareholders of the Company has any interest, direct or indirect, in the Loan or the Option.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ‌ The information required by this item is incorporated by reference from the information contained under the captions entitled "Election of Directors," "Executive Officers and Significant Employees" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive proxy statement to be filed with the Commission in connection with the Company's 1998 Annual Meeting of Stockholders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!