Steel Directors Sample Clauses

Steel Directors. (a) As of the Effective Date, one Class II Director and one Class III Director will resign from their positions as members of the Board of Directors and the remaining members of the Board of Directors will immediately appoint the Steel Directors to fill the vacancies created by the resignations of the Class II Director and the Class III Director.
Sample 1
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Steel Directors. Prior to the 2007 Annual Meeting (i) the Board of Directors shall increase the size of the Board of Directors from eight (8) to nine (9) members, and (ii) Xxxxxx X. X'Xxxxx and Xxxxxxx X. Xxxxx shall not stand for re-election at the 2007 Annual Meeting. The Company agrees to nominate, recommend, support and solicit proxies for the Steel Directors for election at the 2007 Annual Meeting. Each Steel Director has entered into an agreement with Steel and the Company in the form attached hereto as Exhibit A. Following the completion of the 2007 Annual Meeting, the Board shall appoint Xxxx Xxxxx to the Company's Audit Committee, Xxxx X. Xxxxxx to the Company's Compensation Committee and Xxxx X. Xxxxxx to the Company's Nominating and Governance Committee. Each Steel Director shall meet the membership eligibility requirements, as then in effect, established by (i) the Company's publicly disclosed corporate governance documents, (ii) the SEC and (iii) The Nasdaq Stock Market for each committee of the Board of Directors to which each such Steel Director has been appointed. The Board shall also appoint one of the Steel Directors to any new committee of the Board formed after the Effective Date, provided that such Steel Director shall meet the membership eligibility requirements, as then in effect, established by (i) the Company's existing publicly disclosed corporate governance documents, (ii) the SEC and (iii) The Nasdaq Stock Market for appointment to such committee. Should any of Messrs. Xxxxxx, Quicke and Mutch be unable to serve as a director at the time of the 2007 Annual Meeting, Steel shall have the right to designate a substitute deemed qualified by the Company's Nominating and Governance Committee. In the case of any vacancy occurring among any of the Steel Directors serving on the Board prior to the 2008 annual meeting of stockholders of the Company, Steel will have the right to recommend an individual deemed qualified by the Company's Nominating and Governance Committee (and the right to recommend alternates to the extent such individual is not deemed qualified by the Company's Nominating and Governance Committee) as a representative for appointment as a successor to hold office for the unexpired term of the Steel Director whose place will be vacant. After the Company's Nominating and Governance Committee deems such individual to be qualified in its reasonable business judgment, the Company's Board of Directors shall promptly take all reasonable steps to ...
Sample 1

Related to Steel Directors

  • Initial Directors The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

  • 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.

  • 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.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Medical Director (a) The HMO must have a qualified individual to serve as the Medical Director for its HHSC HMO Program(s). The Medical Director must be currently licensed in Texas under the Texas Medical Board as an M.D. or D.O. with no restrictions or other licensure limitations. The Medical Director must comply with the requirements of 28 T.A.C. §11.1606 and all applicable federal and state statutes and regulations.

  • 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 The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

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