Election of the Board of Directors Clause Samples
The 'Election of the Board of Directors' clause defines the process by which members or shareholders select individuals to serve on the company's board. Typically, this clause outlines the eligibility criteria for candidates, the voting procedures, and the frequency of elections, such as annual or special meetings. By establishing clear rules for board selection, the clause ensures transparent governance and helps prevent disputes over leadership appointments.
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Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine (9).
(b) Subject to this Section 1(b), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares).
(c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in suc...
Election of the Board of Directors. (a) Except as provided below, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to elect and continue in office a Board of Directors comprised of eight directors, five of whom BCP shall have the right to designate (the "BCP Directors") and three of whom LGII shall have the right to designate (the "LGII Directors").
(b) If at any time that this Agreement is in effect BCP or LGII shall notify the other of its desire to remove, with or without cause, any director of Prime Holdings previously designated by it, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to remove such director.
(c) If at any time that this Agreement is in effect any director previously designated by BCP or LGII ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), the Stockholder who designated such director shall be entitled to designate a successor director to fill the vacancy created thereby. Each Stockholder agrees that it will vote all of the shares of Common Stock owned or held of record by it so as to elect such director.
(d) The provisions of this Section 4.1 shall terminate upon a sale of Common Stock pursuant to Section 7.4 of the Put/Call Agreement.
Election of the Board of Directors. The number of members of the Board of Directors shall be determined in accordance with Section 7(e)(ii) below and the Bylaws of the Corporation (the “Bylaws”).
Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at seven (7); provided, with the consent of GEC, the initial number of directors constituting the full Board may be fixed at eight (8).
(b) Subject to this Section 1(b), (i) for so long as the GEC Parties and their Affiliates (the “GEC Affiliates”) beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of the Deemed Outstanding Class A Shares, GEC shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent GEC Director not standing for election in such election, would result in there being two (2) GEC Directors on the Board and (ii) if at any time, the GEC Affiliates beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least ten percent (10%) of the Deemed Outstanding Class A Shares, GEC shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals
Election of the Board of Directors. (a) Subject to this Section 1(a), the ACON Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the ACON Related Parties, an “ACON Director”). The ACON Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the ACON Related Parties to designate the ACON Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the ACON Related Parties beneficially own, directly or indirectly, in the aggregate less than thirty-five percent (35%) but at least twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the
Election of the Board of Directors. (a) Subject to this Section 1(a), the Searchlight Related Parties shall be entitled to designate for nomination by the Board up to two (2) Directors from time to time (any Director designated by the Searchlight Related Parties, a “Searchlight Director”). The Searchlight Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Searchlight Related Parties to designate the Searchlight Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Searchlight Related Parties shall be entitled to designate two (2) Searchlight Directors, and (ii) if at any time the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-five percent (25%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Searchlight Related Parties shall only be entitled to designate one (1)
Election of the Board of Directors. As required in the Company's Articles of Incorporation, the Company shall be managed by a Board of Directors and shall be comprised of the number of members determined by the Shareholders' Meeting, with a minimum of three (3) and a maximum of seven (7) full members; an equal or smaller number of substitute directors may be appointed. The term of office shall be three (3) fiscal years, but the Shareholders' Meeting may dismiss them at any time. At each Shareholders' Meeting called for the purposes of appointing or removing the authorities of RASA, MMM, PMM and IPS shall vote with all the Syndicated Shares in favor of a Board of Directors where most of the Directors are those proposed by RH and the remaining directors shall be those proposed by MMM, PMM and IPS (acting collectively). Therefore, if a Board of Directors of 5 (five) members is elected, all the Syndicated Shareholders shall vote to appoint (3) Directors proposed by RH and two (2) Directors proposed by PMM, MMM and IPS, acting collectively. In order to dismiss the directors, the Syndicated Shareholders shall vote in the same manner as the individual who proposed the Director to dismiss.
Election of the Board of Directors. (a) Subject to this Section 1(a), the Mainsail Related Parties shall be entitled to designate for nomination by the Board up to two (2) Directors from time to time (any Director designated by the Mainsail Related Parties, a “Mainsail Director”). The Mainsail Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Mainsail Related Parties to designate the Mainsail Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the Mainsail Related Parties beneficially own, directly or indirectly, in the aggregate fifteen percent (15%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Shares), the Mainsail Related Parties shall be entitled to designate for nomination two (2) Mainsail Directors, and (ii) if at any time the Mainsail Related Parties beneficially own, directly or indirectly, in the aggregate less than fifteen percent (15%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Shares), the Mainsail Related Parties shall only be entitled to designate for nomination one (1)
Election of the Board of Directors. The Board of Directors shall consist of 5 (five) directors appointed as follows:
(i) ABI shall be entitled to appoint 3 (three) directors; (ii) the Investors shall be entitled to appoint 1 (one) director as long as the amount of Investors’ cash contribution into the Company corresponds to at least 10% (ten per cent) of the sum of the Total Contribution Amount and all future contributions made into the Company, provided that all Investors shall vote as block to elect such director; and (iii) 1 (one) independent director, with substantial experience in the Brazilian sugar and ethanol sector, shall be unanimously appointed by the other directors. The Shareholders’ undertake to approve the election of the directors appointed in accordance with the conditions established in this section, for a term of office of 2 (two) years, being re-election permitted.
Election of the Board of Directors. At each annual meeting ------------------------------------ of shareholders or any special meeting of shareholders called to elect Directors, ▇▇. ▇▇▇▇, MVP and the Individual Investors agree to vote their respective Shares (whether now owned or hereinafter acquired) at all such meetings of the shareholders or pursuant to any written action or consent without a meeting so that the Company's Board of Directors shall, at all times, consist of members who shall be nominated and elected as follows: