Vacancies of Directors Nominated Sample Clauses

Vacancies of Directors Nominated by the Mutual Agreement of the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative. During the Concerned Period, upon a request from each of the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative, FounderCo shall vote at regular or special meetings of shareholders and give its written consent with respect to, all the SCAC Ordinary Shares then owned by it (or as to which it then has voting power) to remove from the Board any Independent Non-Executive Directors selected by each of the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative for such removal. Subject to the satisfaction of the requirements under Section 2 of this Agreement, FounderCo further agrees to vote at regular or special meetings of shareholders and give its written consent with respect to, all the SCAC Ordinary Shares then owned by it (or as to which it then has voting power) to elect an individual nominated or recommended (as the case may be) based on the mutual agreement of the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative to fill any vacancy created by such removal. In the event of the resignation, death or disqualification of a Independent Non-Executive Director, the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative shall promptly nominate, or as the case may be, recommend for nomination, a new director candidate in accordance with Section 2, and subject to the satisfaction of the requirements under Section 2 of this Agreement, FounderCo shall promptly vote at regular or special meetings of shareholders and give its written consent with respect to, all the SCAC Ordinary Shares then owned by it (or as to which it then has voting power) to elect such nominee to the Board. Upon the written request of each of the AutoChina Shareholders’ Representative and the SCAC Shareholders’ Representative, and without limiting the generality of Section 7, SCAC shall use commercially reasonable efforts to cause, as promptly as is possible and in compliance with the Current Articles, either a meeting of shareholders to be held or a written consent of shareholders to be circulated, in each case submitting to the vote or written consent of shareholders, respectively, the proposed removal of such director and/or election of a substitute director in lieu thereof in accordance with this Agreement.
Sample 1
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Related to Vacancies of Directors Nominated

  • 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

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • 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.

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

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