Election of Directors Clause Samples
The Election of Directors clause outlines the process by which members or shareholders select individuals to serve on a company's board of directors. Typically, this clause specifies the timing, method (such as voting procedures), and eligibility requirements for director candidates, and may address issues like staggered terms or cumulative voting. Its core function is to ensure a transparent and orderly mechanism for board appointments, thereby promoting good governance and representation of stakeholders' interests.
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Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. 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. Except as otherwise provided in ...
Election of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof:
(a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
(b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be ▇▇▇▇▇ ▇▇▇▇▇▇ and the initial Originate Nominee shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇;
(c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred...
Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.
(b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Dir...
Election of Directors. (i) As of the date hereof, the Board will consist of ▇▇▇▇▇▇ ▇▇▇▇▇ (as the Chief Executive Officer Director), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as an Independent Director), ▇▇▇▇▇ ▇’▇▇▇▇▇ (as an Independent Director), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (as an Independent Director), ▇▇▇▇ ▇▇▇▇▇ (as a Series A-1 Preferred Director), ▇▇▇ ▇▇▇▇▇ (as a Series A-1 Preferred Director), ▇▇▇▇▇▇ ▇▇▇▇▇▇ (as the Series B Preferred Director) and ▇▇▇ ▇▇▇▇▇▇ (as the Mutual Director). From and after the Initial Closing Date, the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of voting capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members (provided that the number of directors that may serve on the Board may be expanded in accordance with Section 2(a)(ii) hereof) which shall include:
(A) the then-current Chief Executive Officer of the Company;
(B) three (3) representatives (each an “Independent Director”) designated by (x) the Majority Institutional Investors and ▇▇▇▇▇▇ ▇▇▇▇▇ for so long as ▇▇. ▇▇▇▇▇ is an employee of the Company or its subsidiaries, or (y) if ▇▇. ▇▇▇▇▇ is no longer an employee of the Company, vote or consent of a majority of the members of the Board at the time of determination, provided such majority approval includes the approval of a Series A-1 Preferred Director (the “Required Board Approval”); provided, that, absent an agreement between the Majority Institutional Investors and ▇▇▇▇▇▇ ▇▇▇▇▇ (for so long as ▇▇. ▇▇▇▇▇ is an employee of the Company or its subsidiaries) or the Required Board Approval, as applicable, with respect to the designation of any such Independent Director, such directorship shall remain vacant until such time as such holders reach an agreement with respect to such directorship;
(C) one (1) representative designated by the holders of record of at least a majority of the outstanding shares of Series B Preferred Stock, exclusively and as a separate class, in accordance with the terms of the Certificate of Incorporation (the “Series B Preferred Director”);
(D) one (1) representative shall be designated by holders of record of at least a majority of the outstanding shares of Series A-1 Preferred Stock, exclusively and as a separate class, in accordance with the terms of the Certificate of Incorporation; provided that, if ▇▇. ▇▇▇▇▇ is an employee of the Comp...
Election of Directors. At each annual meeting of the stockholders of the Company, or at each special meeting of the stockholders of the Company involving the election of directors of the Company, and at any other time at which stockholders of the Company shall have the right to or shall vote for or render consent in writing regarding the election of directors of the Company, then, and in each such event, the Stockholders entitled to vote for the election of directors of the Company hereby covenant and agree, so long as the Series D Investors collectively own at least 2,000,000 shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or similar recapitalization with respect to the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or the Series D Preferred Stock) of (i) the Series D Preferred Stock, (ii) the Common Stock issued upon conversion of the Series D Preferred Stock in accordance with the terms of the Series D Convertible Preferred Stock Certificate of Designation adopted by the Board of Directors of the Company (the “Board”) and filed with the Secretary of State of the State of Delaware on July 23, 2014 (the “Certificate of Designation”) and the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Restated Certificate”), or (iii) any combination of the Series D Preferred Stock and the Common Stock, to vote all shares of voting Capital Stock (as defined below) presently owned or hereafter acquired by them (whether owned of record or over which any person exercises voting control) in favor of the following actions:
(a) to fix and maintain the number of members of the Board at six (6), which number may not be further changed except by an amendment to this Agreement approved by the consent of majority in interest of the Series D Investors and the Company;
(b) to cause and maintain the election to the Board and each committee and subcommittee thereof, two (2) directors designated by the Series D Investors, who shall be reasonably acceptable to the Company if such persons are not directors, officers, employees, managers or members of Brookside Equity Partners LLC (together with its successors, “BEP”) (the “Series D Directors”); provided, that if such committee or subcommittee includes two (2) or fewer directors who are not Series D Directors, the number of Series D Directors to be included in such committee or subcommittee shall be one (1); and
(c) in connection with...
Election of Directors. (i) On or promptly following the settlement of the Exchange Offers and Rights Offering, the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors.
(ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
(iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents.
(iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.
Election of Directors. (a) The Board of Directors of the Company and each Subsidiary shall consist of five members.
(b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.”
(c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.”
(d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable.
(e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI ...
Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7); (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreement.
Election of Directors. (a) Following the Closing Date, the Blackstone Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible.
(b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the ...