Other Directors Sample Clauses
The 'Other Directors' clause defines the rights, responsibilities, or conditions related to directors who are not the primary or named directors in a company or organization. This clause may specify how additional directors can be appointed, their voting rights, or their participation in board meetings. For example, it might outline the process for filling vacancies or clarify the authority of alternate or substitute directors. Its core function is to ensure that the governance structure remains clear and functional even when directors other than the main ones are involved, thereby maintaining continuity and clarity in board operations.
Other Directors. The Company hereby agrees that no other director, shareholder, member or fiduciary of the Company will take the benefit of any indemnification terms, provisions or agreements more favorable than those contained in the document. In the event that the Company grants or has granted any indemnification terms, provisions or agreements to any director, shareholder, member or fiduciary of the Company, the Indemnitee shall automatically be granted equivalent rights to such rights granted such other directors, shareholders, members or fiduciaries of the Company.
Other Directors. All other directors not nominated pursuant to Section 6.1.2 shall be nominated by the Nominating and Corporate Governance Committee and approved by the Board or as required by applicable Law; provided that, at least three (3) of whom shall be Independent Directors.
Other Directors. The Board of Directors shall nominate the other members of the Board of Directors, if any, for election to the Board of Directors (the "Other Directors").
Other Directors. The other Directors on the Board shall perform duties as delegated and designated by the Chairman of the Board.
Other Directors. If, at any time, the total number of Directors then authorized to serve on the Board exceeds the total number of individuals designated for election or appointment as Directors pursuant to Section 4.1.4, Section 4.1.5, Section 4.1.6, Section 4.1.7 or Section 4.1.8, as applicable (whether as a result of a decrease in the number of individuals that any Sponsor Investor is entitled to so designate, any Sponsor Investor’s election not to exercise all or part of its designation rights, or otherwise), the nominating and corporate governance committee of the Board shall select a number of individuals to be nominated for election or appointment as Directors equal to the difference of the total number of Directors then authorized to serve on the Board and the total number of individuals so designated pursuant to Section 4.1.4, Section 4.1.5, Section 4.1.6, Section 4.1.7 or Section 4.1.8, as applicable.
Other Directors. To the extent that none of Sections 2.2(a), 2.2(b) or 2.2(c) are applicable, including if the Board is comprised of more than seven directors, any member of the Board, including any member of the Board who would otherwise have been designated in accordance with the terms of Sections 2.2(a), 2.2(b) or 2.2(c), shall instead be elected by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate, the Bylaws and applicable law.
Other Directors. (i) Each of the directors other than the Family Designee, the CDR Designee, the Exor Designee and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Other Directors") shall be an Independent Director designated for nomination by the Nominating and Corporate Governance Committee of the Board. At each meeting of the stockholders of the Company at which directors of the Company are to be elected, the Company agrees to recommend that the stockholders elect to the Board each Other Director nominated for election at such meeting.
(ii) In the event that, (A) as a result of a change in the number of shares of Common Stock held by the Family Stockholders, the CDR Fund or Exor, such Stockholder loses the right to designate to the Board the designee provided for in Section 2.1(c) or (B) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ceases to serve as the Chief Executive Officer of the Company, such designee or such person shall resign immediately upon receiving notice from the Nominating and Corporate Governance Committee of the Board that such committee has identified a replacement director, and, in any event, shall resign no later than 120 days after (x) the Family Stockholders, the CDR Fund or Exor loses the right to designate such designee to the Board or (y) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ceases to serve as the Chief Executive Officer of the Company. In such event, the Board seat formerly occupied by such designee or such individual shall become a seat for an additional Other Director to be selected as provided in this Section 2.1(d).
Other Directors. With respect to those remaining members of the Company’s Board of Directors that the Articles of Incorporation provides are to be elected by the holders of Common Stock and Preferred Stock (voting together as a single class and not as separate series and on an as-converted basis), the Investors and the Founders hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of persons mutually acceptable to all then-existing directors.
Other Directors. The remaining seven (7) Directors (the “Other Directors”) initially shall be selected prior to, and formally approved as of, the Closing Date in accordance with Sections 3.3(d) and 5.5 of the Restated Formation Agreement. The designations of the Other Directors as Class I Directors, Class II Directors or a Class III Directors shall be in conformance with Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement. Thereafter, in the event of a vacancy (including the expiration of the term) of one or more of the Other Directors, subject to the requirements of Section 3.1(c) below, such vacancy shall be filled by the affirmative vote of a majority of the remaining Other Directors.
Other Directors. The Nominating Committee shall be selected by the Board of Directors at the annual meeting of the Board of Directors or at such other time as selected by the Board of Directors. The Nominating Committee shall be responsible for preparing a proposed slate of Directors(other than Authority Appointed Directors)for election at the next annual meeting of the Board of Directors,and shall be responsible for reviewing and making recommendations with respect to Director nominees proposed by the Authority pursuant to Section 4.5. All non- Authority Appointed Directors shall be elected by the majority vote of the then serving non- Authority Appointed Directors. All nominations for service on the Board by non-Authority Appointed Directors shall be made by the Nominating Committee. _