Vacancies of Directors Sample Clauses

Vacancies of Directors. (a) If a vacancy in any directorship should occur on the Board of Directors, for whatever reason, the party who had nominated the former director shall nominate his replacement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Vacancies of Directors. Unless the Board otherwise requests, the office of a Director shall be vacated in the event of a reduction in the number of available Oaktree Director or Solon Director designations in accordance with the provisions of Section 2(a), respectively, in which case the Oaktree Investor or the Solon Investors, as the case may be, shall use its best efforts to obtain the resignation of its designee(s) from the Board and any committee on which such Director serves. In the event that a vacancy is created at any time by the death, disability, removal or resignation of any Director designated pursuant to this Section 2, subject to their fiduciary duties under applicable law, the remaining Directors shall cause the vacancy created thereby to be filled, (1) in the case of a vacancy created by an Oaktree Director, by a new designee of the Oaktree Investors, (2) in the case of a vacancy created by a Solon Director, by a new designee of the Solon Investors, (3) in the case of a vacancy created by the Chief Executive Officer, by a replacement Chief Executive Officer, and (4) in the case of a vacancy created by an Independent Director, by a person identified by the Board (with the assistance of the Nominating and Corporate Governance Committee or similar committee of the Board) and nominated by the Nominating and Corporate Governance Committee or a similar committee of the Board, and the Company agrees to take, at any time and from time to time, all actions necessary to cause any vacancies to be filled pursuant to this Section 2(b); provided, that notwithstanding the foregoing, in the absence of any designation from the Oaktree Investor and/or Solon Investors holding the right to designate a Director as specified above, the Director previously designated by them and then serving shall be reelected if still eligible and willing to serve as provided herein and otherwise, such Board seat shall remain vacant.
Sample 1Sample 2
Vacancies of Directors. Unless the Board otherwise requests, and subject to the Directors’ fiduciary duties, in the event of a reduction in the number of AKKR Directors to be designated in accordance with the provisions of Section 2(a), the AKKR Investors shall use their best efforts to obtain the resignations of the number of AKKR Directors corresponding with such reduction. In the event that a vacancy is created at any time by the death, disability, removal or resignation of any Director designated pursuant to this Section 2, subject to their fiduciary duties under applicable law, the remaining Directors shall cause the vacancy created thereby to be filled, (1) in the case of a vacancy created by an AKKR Director, by a new designee of the AKKR Designation Parties and (2) in the case of a vacancy created by an Independent Director, by a person identified by the Board (with the assistance of the Nominating and Corporate Governance Committee or similar committee of the Board) and nominated by the Nominating and Corporate Governance Committee or a similar committee of the Board, and the Company agrees to take, at any time and from time to time, all actions necessary to cause any vacancies to be filled pursuant to this Section 2(b); provided, that notwithstanding the foregoing, in the absence of any designation from the AKKR Designation Parties or the Sharma Investors holding the right to designate a Director as specified above, the Director previously designated by them and then serving shall be reelected if still eligible and willing to serve as provided herein and otherwise, such Board seat shall remain vacant.
Sample 1Sample 2
Vacancies of Directors. Unless the Board otherwise requests, in the event of a reduction in the number of KKR Directors to be nominated in accordance with the provisions of Section 2(a), KKR shall use its best efforts to obtain the resignations of the number of KKR Directors corresponding with such reduction. If a vacancy is created at any time by the death, disability, removal or resignation of any KKR Director nominated pursuant to Section 2(a), other than the removal or resignation of a KKR Director due to a reduction in the number of KKR Directors to be nominated in accordance with the provisions of Section 2(a), if requested by KKR, the remaining Directors shall, to the fullest extent permitted by applicable law, cause the vacancy created thereby to be filled by a new nominee, designee or appointee of KKR as soon as possible, and the Corporation agrees to take, to the fullest extent permitted by applicable Law at any time and from time to time, all actions necessary to accomplish the same.
Sample 1
Vacancies of Directors. 8 4.4 Major Decisions of the Board of Directors..............................................8 4.5 Observation Rights; Board of Directors ................................................9
Sample 1
Vacancies of Directors. In the event that any vacancy occurs on the Board of Directors because of death, disability, resignation, retirement or removal of any director during the term in which the provisions for election of directors set forth in Section 4.2 remain in effect, each Shareholder shall vote all of its Shares in a manner to cause such vacancy to be filled so as to give effect to the provisions of Section 4.2. Any election necessary to fill any such vacancy shall be held as soon as practicable after the occurrence of any such vacancy, but in any event within 30 days after the occurrence thereof.
Sample 1
Vacancies of Directors. If a vacancy is created on the Board, any committee of the Board, the board of directors or similar governing body of a Subsidiary of the Company or any committee thereof, in each case, by reason of the death, incapacity, removal (including under Section 2.1(c) above) or resignation of any director designated by a Stockholder under this Section 2.1, then such Stockholder shall be entitled to designate an individual to fill such vacancy. At any time a vacancy exists on the Board, any committee of the Board, the board of directors or similar governing body of a Subsidiary of the Company or any committee thereof, in each case, due to the death, incapacity, removal or resignation of a director who was appointed under this Section 2.1, the Stockholders shall use their respective best efforts (including, but not limited to, voting all of such Stockholder's Shares so as to elect such director or committee member) to cause the election of such director's replacement in accordance with this Section 2.1(d) to occur as promptly as practicable following the date such vacancy occurs.
Sample 1
AutoNDA by SimpleDocs

Related to Vacancies of Directors

  • Vacancies Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

  • 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.

  • 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

Time is Money Join Law Insider Premium to draft better contracts faster.