Appointment and Nomination of Directors Sample Clauses

Appointment and Nomination of Directors. (i) For so long as the Investor has Beneficial Ownership of at least twenty percent (20%) of the issued and outstanding Common Shares, the Investor shall have the right to designate up to two (2) members of the Board of Directors (each an “Investor Designee” and collectively the “Investors Designees”) and for so long as the Investor has Beneficial Ownership of at least ten percent (10%) but less than twenty percent (20%) of the issued and outstanding Common Shares, the Investor shall have the right to designate one (1) Investor Designee. Each Investor Designee shall, in the reasonable judgment of the Board of Directors (a) have the requisite skill and experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, Nasdaq Stock Market (or, if different, the listing exchange on which the Common Shares are then traded) or by applicable law, rule or regulation, and (c) otherwise be reasonably acceptable to the Company, and at least one of the Director Designees shall be determined in the reasonable judgement of the Board of Directors to be independent as determined in accordance with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6. At the Company’s request, Investor will cause each Investor Designee to complete and execute the Company’s standard Director and Officer Questionnaire prior to being appointed to the Board of Directors or being nominated for re-election. In the event of the death, disability, resignation, removal for cause, disqualification or termination of service of an Investor Designee for any other reason during such time as Investor has the right to designate one or more Investor Designees, the resulting vacancy shall be filled by the Board of Directors with a replacement Investor Designee designated by the Investor within a reasonable amount of time following the occurrence of such vacancy, provided, however, that if at the time such vacancy is created the Investor is entitled to designate two (2) Investor Designees and the remaining Investor Designee serving on the Board of Directors is not independent as determined in accordance with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6, the replacement Investor Designee selected by the Investor must qualify as independent within the meaning of Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6. (ii) Prior to the closing of the Merger and subject to the Investor Designee ...
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Appointment and Nomination of Directors. On or prior to the Second Closing Date, the number of directors of Netzee's Board of Directors shall be increased by two. Netzee shall cause one person designated by Harl▇▇▇ ▇▇ be appointed to Netzee's Board of Directors as a "Class II" director (the "CLASS II DIRECTOR") until the next election of directors in 2001. Netzee shall provide in Netzee's proxy statement for its 2001 and 2004 annual meetings of shareholders (and any interim shareholders meetings where the Class II Director stands for election) for the nomination of the Class II Director designee of Harl▇▇▇ ▇▇ serve as a director of Netzee for a three year term. Netzee shall cause one person designated by Harl▇▇▇ ▇▇ be appointed to Netzee's Board of Directors as a "Class III" director (the "CLASS III DIRECTOR") until the next election of directors in
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Appointment and Nomination of Directors. On or prior to the Second Closing Date, the number of directors of Netzee's Board of Directors shall be increased by two and Netzee shall appoint the persons designated by Harl▇▇▇ ▇▇ serve on Netzee's Board of Directors until the next election of directors. In addition, Netzee shall provide in Netzee's proxy statement for its 2001 and 2004 annual meetings of shareholders (and any interim shareholders meetings where such directors stand for election) for the nomination of Harland's director nominees to serve as directors of Netzee to serve for three year terms. Notwithstanding the foregoing, Netzee shall only be required to nominate both directors selected by Harl▇▇▇ ▇▇ the 2004 annual shareholders meeting if Harl▇▇▇ (▇▇ its affiliates) owns at least 10% of the outstanding shares of Netzee Common Stock, and shall only be required to nominate one such person selected by Harl▇▇▇ ▇▇ Harl▇▇▇ ▇▇▇s less than 10% but at least 5% of the outstanding shares of Netzee Common Stock. In addition, one of the directors designated by Harl▇▇▇ ▇▇▇ as specified by Harl▇▇▇ ▇▇▇ll also serve on the compensation committee of Netzee's Board of Directors and the executive committee, if one is established.
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Appointment and Nomination of Directors. The Bylaws of the --------------------------------------- Corporation provide that the Board of Directors shall be comprised of not fewer than five (5) but no more than seven (7) directors. Currently, the Board is comprised of six (6) directors. Each of the Shareholders agrees that at all times until this Agreement is terminated or expires, he will in his capacity as a shareholder vote to maintain the size of the Board of Directors at seven (7), except as provided in Section 1.3 below. Each of the Directors agrees that, ----------- concurrently with the execution of this Agreement, he shall resign from the Board. Each Shareholder agrees that, concurrently with the execution of this Agreement, and at all times until this Agreement is terminated or expires, except as provided in Section 1.3 below, he will in his capacity as a ----------- shareholder: (a) initially vote to nominate and elect three (3) directors when and as nominated by LLI (the "LLI Directors"), and thereafter, upon any vacancy from among the three (3) LLI Directors, vote to nominate and elect a replacement when and as nominated by the LLI Directors (except when the Corporation exercises its rights under Sections 1.3.1(a), 1.3.2(a), ----------------------------
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Related to Appointment and Nomination of Directors

  • 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

  • Appointment of Directors The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being ▇▇▇▇▇▇▇▇ ▇▇▇▇, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of ▇▇. ▇▇▇▇’▇ election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

  • 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.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.