A Directors Sample Clauses

The 'A Directors' clause defines the appointment, powers, and responsibilities of a specific class of directors, often referred to as 'A Directors,' within a company's board structure. Typically, this clause outlines how A Directors are nominated, the voting rights they possess, and any special veto or approval powers they may hold over certain board decisions. For example, A Directors might be appointed by a particular shareholder group and may have the authority to block major corporate actions. The core function of this clause is to formalize the governance rights of a designated group of directors, ensuring that their interests are protected and that they have a clear role in the company's decision-making process.
A Directors. For so long as ▇▇ ▇▇▇▇▇▇ holds office as a director of the Company references in this Agreement to ‘A Directors’ shall be construed as references to ▇▇ ▇▇▇▇▇▇ unless some other person has been appointed as the A Director pursuant to Clause 12.3. 2 Conditions 2.1 Conditions precedent Completion of this Agreement is conditional on: 2.1.1 the Facility Documents becoming unconditional in all respects; 2.1.2 the Offer becoming or (where permitted by the terms of the Offer) being declared unconditional in all respects on or before 30 September 2003 (the “Long Stop Date”) provided always that if the Offer cannot be declared unconditional in all respects due to the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Condition not being satisfied such Long Stop Date shall automatically be extended to 30 October 2003 or, in each case, such later date as may be agreed by NewCo and the Company; and 2.1.3 those matters set out in Part 2 of Schedule 4 having been effected. The parties hereto agree to use their reasonable endeavours to procure that (i) the above conditions are satisfied by the Long Stop Date or such other date as may be agreed by NewCo and (ii) within 5 Business Days of the date hereof, NewCo and the Company make valid and binding filings, pay all relevant fees and take all such further action as is reasonably required with the intention of ensuring that the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Condition is satisfied.
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A Directors. 5.1.1 The A Shareholder may appoint up to three persons as A Directors.
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A Directors. Secretary's Certificate, certifying and attaching the constitutional documents and authorisations referred to in paragraph 1.1 — 1.5 above and
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A Directors. Secretary's Certificate, certifying and attaching the constitutional documents referred to in paragraph 1.1—1.2 above and the required shareholder and board resolutions authorising such amendments and the resolutions referred to in 1.4 and 1.5 above: (a) certifying that each copy document is correct, complete and in full force and effect as at a the date of this Agreement; (b) certifying the identity of its directors, officers and shareholder(s); and (c) with respect to the Borrower and the Drillship Owner, confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
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Related to A Directors

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • 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.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Independent Directors As long as any Trust Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director 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. No Independent Director shall at any time serve as trustee in Bankruptcy for any Affiliate of the Company.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02