Election of Board Sample Clauses

Election of Board. Summit shall have amended its bylaws, reconstituted its Board and elected and delegated powers and duties to the committees as required by Exhibit E, effective as of the Effective Time.

Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause: 2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter; 2.2 the election to the Board of: (a) that number of Class A-1 Directors designated by the JPMP Investors (each, a “JPMP Designee”) which when added to the number of JPMP Designees who are then directors and will continue to serve as directors without regard to such annual or special meeting or action by written consent equals: (i) two (2) JPMP Designees so long as the JPMP Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; or (ii) one (1) JPMP Designee so long as the JPMP Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; provided, that the JPMP Investors shall not have the right to designate any JPMP Designees if the JPMP Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the JPMP Investors; provided, further, that for as long as either JPMP Selldown or JPMP Global owns any Shares and the JPMP Investors have the right to designate at least one (1) JPMP Designee pursuant to this Section 2.2(a), (x) if the JPMP Investors have the right to designate two JPMP Designees, one such JPMP Designee shall be designated by JPMP Selldown (so long as JPMP Selldown owns Shares) and one such JPMP Designee shall be designated by JPMP Global (so long as JPMP Global owns Shares) and (y) if the JPMP Investors have the right to designate one JPMP Designee, such JPMP Designee shall be de...

Election of Board. The Board shall consist of five (5) directors. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director.

Election of Board. Systems will cause the appointment of an individual designated by the Investor to its Board of Directors. The director designated by the Investor is referred to as the "Investor Director." In the event the Investor's designee/nominee is not elected by Systems' shareholders at any such meeting, the Investor shall have the right to appoint an individual (reasonably acceptable to Systems) to receive notice of, attend and observe all meetings of the Board of Directors. Any Investor Director who is not an employee of Systems shall be entitled to receive those fees and benefits, including the issuance of stock options, afforded the other non-employee members of the Board of Directors, plus out-of-pocket expenses.

Election of Board. Except as provided in Section 2.12 of this Agreement, the Directors shall be chosen by the Member. The initial Directors of the Company designated by the Member are ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇. Each Director is hereby designated as a “manager” (within the meaning of the Act) of the Company and notwithstanding the last sentence of § 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board, no single Director shall have the power to bind the Company and the Board shall have the power to act only collectively as the Board in the manner specified herein.

Election of Board. 3Dfx shall have reconstituted its Board, effective as of the Effective Time, such that its membership consists of those persons listed in EXHIBIT G to this Agreement.

Election of Board. The Board shall be elected annually by the Members in accordance with this Section 7.2, and the Managers so elected to the Board shall serve as the Managers until a successor has been duly elected to the Board in accordance with this Section 7.2. A Person shall be elected as a Manager if the election of such Manager is approved by Members holding a majority of the outstanding Common Units by vote at a meeting held for such purpose or by action by written consent; provided, however, that if the Person so elected as a Manager was not a Manager immediately prior to such election, such election shall not be effective, and such Person shall not become a Manager, unless and until such Person has executed and delivered to the Company the written agreement of such Person to be bound by the terms of this LLC Agreement applicable to the Managers, in form and substance reasonably satisfactory to the Managers serving immediately prior to such election or to the Members holding a majority of the outstanding Common Units. Each Member hereby irrevocably agrees, in connection with each such meeting of the Members or written consent contemplated by this Section 7.2, to vote for such Managers as follows: (i) with respect to the PubCo Managers (as determined pursuant to Section 7.1(b)), as designated by PubCo prior to such meeting or written consent and (ii) with respect to the Non-PubCo Managers (as determined pursuant to Section 7.1(b)), the applicable number of the Non-PubCo Managers as designated by the holders of a majority of the Units then outstanding held by Members other than PubCo and its wholly-owned Subsidiaries.

Election of Board. The Managers shall be chosen by the Managing Member. The initial Managers of the Company are set forth on Annex A hereto. Each Manager shall hold office until a successor is selected by the Managing Member or until such Manager’s death, resignation or removal.

Election of Board. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a Board, and upon such election all the powers and authorities of the emergency committee shall cease.