Remaining Directors Sample Clauses

The 'Remaining Directors' clause defines the authority and procedures that apply when one or more directors are no longer serving on a company's board, but others remain. Typically, this clause allows the remaining directors, even if they do not constitute a quorum, to continue conducting board business or to appoint new directors to fill vacancies. For example, if a director resigns or is removed, the remaining directors may be empowered to act on behalf of the board until replacements are appointed. This clause ensures the continuity of board operations and decision-making, preventing a deadlock or operational standstill due to unexpected vacancies.
Remaining Directors. The remaining Directors not subject to rights of designation set forth above, if any, shall be elected in accordance with the Organizational Documents.
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Remaining Directors. Any directors not elected pursuant to the terms of this Agreement will qualify as independent directors under listing requirements then applicable to the Common Shares and will be recommended by the Nominating Committee and nominated by the Parent Board for inclusion in the slate of nominees recommended to the Parent Shareholders for election as directors at any annual or special meeting of the Shareholders at which directors of Parent are to be elected.
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Remaining Directors. During the term of this Agreement and so long ------------------- as FBR and its Affiliates hold at least Seven Million Five Hundred Thousand (7,500,000) shares of the Common Stock (on a fully diluted, as-converted basis and subject to adjustment for any stock split, dividend, combination or other recapitalization), each of FBR and Pacific Life agrees as follows: (a) FBR shall have the right to nominate all other directors of the Board; provided that FBR will give Pacific Life the opportunity to discuss any questions or concerns Pacific Life may have in respect of any FBR nominee for seats one (1) through four (4) of the Board. (b) Pacific Life agree to vote all of its shares of Common Stock now or hereafter owned by it to elect the nominee of FBR for one of Board seats one (1) through four (4) (the "FBR Nominee") and (ii) if requested by FBR, to remove the incumbent FBR director and elect a new FBR Nominee as the a director or to fill a vacancy created by the death of such FBR director or otherwise. (c) FBR shall designate its director nominees in writing to the Company prior to each election of directors of the Company. The Company shall promptly notify Pacific Life of the nominations of the directors by FBR. Any vacancy occurring because of the death, resignation, removal or disqualification of any director other than the Pacific Life Director shall be filled according to this Section 3.
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Remaining Directors. All other directors (the “Remaining Directors”) shall be Independent Directors selected for nomination by Parent’s nominating committee.
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Remaining Directors. Each of the Stockholders agrees that -------------------- it shall vote its Shares to elect one nominee to the Board of Directors as mutually designated by the Founders, CMG, Bay City, VWR and the holders of a majority of the then-outstanding shares of Series B Preferred Stock and Series B-1 Preferred Stock, voting together as a single class, who is not an employee of the Company; provided, however, that no Stockholder shall be -------- ------- required to vote its Shares to elect more than one designee on the Board of Directors pursuant to this Section 4.2(g) at any one time. Such designee shall be ▇▇▇ ▇▇▇▇▇▇▇ as of the date of this Agreement.
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Related to Remaining Directors

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • Initial Directors The first director of Amalco shall be the person whose name and residential address appear below: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ The above directors will hold office from the Effective Date until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.