Election of Director. The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.
Election of Director. (a) Each of the Partnerships agrees to vote all Preferred Stock now owned or hereafter acquired by it, at any regular or special meeting of stockholders of IT called for the purpose, for, or otherwise to consent to, the election to the IT Board of Directors (the "Board") of the persons nominated in accordance with Section 2(b) hereof (the "Nominees").
Election of Director. (I) At or prior to the effective time of the Merger (as such term is defined in Investor's Investment Agreement), the Board of Directors of the Company (as such term is defined in Investor's Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. and Eastshore Aviation, LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger.
Election of Director. Unless the Nominating Committee of the Board of Directors does not approve the nomination of Mx. Xxx Xxxx, within 10 business days following the Company’s 2007 Annual Meeting of Common Stockholders the Company shall cause Mx. Xxxx to be elected to the Board of Directors of the Company. If the Nominating Committee does not so approve the nomination of Mx. Xxxx, then the Company shall promptly notify the Purchasers in writing to such effect and the holders of a majority of the Shares shall be entitled to nominate a substitute nominee within thirty (30) days of such notice by providing to the Company the name of the substitute nominee and the other information specified in Section 6 of the Certificate of Designations, in which event the substitute nominee shall be evaluated by the Nominating Committee and, if approved, the Company shall cause the substitute nominee to be elected to the Board of Directors. Mx. Xxxx or any substitute nominee shall be extended indemnification protection by the Company for his service as a director of the Company on terms substantially similar to the indemnification protection generally afforded other members of the Board of Directors. The position held by Mx. Xxxx or any substitute nominee on the Board of Directors shall thereafter be subject to the right of the holders of a majority of the Shares to designate an appropriate individual for nomination to the Board of Directors, as provided in Section 6 of the Certificate of Designations.
Election of Director. The Board of Directors of Parent shall have elected Alan Xxxxxx xx a director and co-Chairman of the Board of Directors of Parent contingent upon, and effective as of, the Closing; provided, however, that the conditions set forth in Section 5.14 are satisfied.
Election of Director. Xxxx Xxxxxxxx To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That Xxxx Xxxxxxxx, who retires in accordance with clause 59.2 of the Company’s Constitution and being eligible, be elected as a director of the Company.”
Election of Director. After the date of execution of a strategic alliance agreement between Digital River and the Company and for so long as Digital River continues to own ten percent (10%) or more of the outstanding shares of Voting Stock, the Company will nominate and use its reasonable efforts to have one individual designated by Digital River and reasonably acceptable to the Board of Directors (the “Digital River Designee”) elected to the Board of Directors (including filling any vacancy created as the result of the resignation, removal, incapacitation or death of a Digital River Designee with another Digital River Designee as permitted by the Company’s certificate of incorporation and bylaws, and at each annual or special meeting of stockholders of the Company at which the applicable class of directors are to be elected, causing the Board of Directors to recommend to the stockholders of the Company that such Digital River Designee be elected as a member of the Board of Directors and soliciting proxies and voting such proxies in favor of the election of such Digital River Designee).
Election of Director. TriPath shall, at the next meeting of the Board of Directors of TriPath following the Closing, elect to the Board of Directors an individual designated in writing by the Purchaser (the "Purchaser Representative"), and shall thereafter cause the Purchaser Representative to be nominated and use its best efforts to cause such person re-elected to the Board of Directors at the expiration of each term of the Purchaser Representative as a Director of TriPath. The Purchaser may, at any time, notify TriPath that a different individual has been selected by the Purchaser to be the Purchaser Representative, and, upon the resignation of the Purchaser Representative then in office, TriPath shall cause such different individual to be elected as a Director of TriPath. The obligations of TriPath under this Section 9.6 shall terminate and be of no further force and effect at the earlier to occur of (i) the Purchaser holding less than 4,750,000 shares of Common Stock or (ii) the Purchaser holding less than 7.5% of the outstanding shares of Common Stock of TriPath.
Election of Director. (a) Upon the closing of the Merger and for so long as the Holders of Series G Preferred and/or their transferees continue to hold more than 50% of the shares of Series G Preferred issued in the Merger, in any election of directors of the Company, the Investors shall
Election of Director. As of the date of the later of (i) the -------------------- Closing or (ii) Central's 1998 Annual Meeting of Shareholders, Central shall increase the size of its Board of Directors (the "Board") by one member. The Board shall appoint Xxxxxx Xxxxxxxxxx III, the nominee of the Stockholders (the "Stockholder Nominee"), to fill the vacancy created by the increase in the number of directors and serve as a director of Central until the next annual meeting of the shareholders of Central at which the Stockholder Nominee is due for election and until his successor has been duly elected and qualified. At each subsequent meeting of the shareholders at which the Stockholder Nominee is due for election and the Stockholders or their Affiliates continue to own at least 33% of the Shares of Central Common Stock to be issued to them in the Merger, the Stockholder Nominee shall be included in the slate of nominees recommended by the Board to the shareholders of Central for election as directors, and Central shall undertake to cause the election of the Stockholder Nominee at such election. If the Stockholder Nominee shall be unable or unwilling to serve as a nominee or a director for any reason or, after appointment as a director of Central, ceases to be a director by reason of death, disability or resignation, the Stockholders shall be entitled to select a person to be included on the slate of nominees recommended by the Board to the shareholders of Central or to fill the vacancy on the Board, as the case may be. The covenant in this Section 7.01 shall terminate on the fifth anniversary of the Closing.
