Voting Provisions Regarding Board of Directors Clause Samples

The Voting Provisions Regarding Board of Directors clause defines the rules and procedures for how shareholders or stakeholders vote to elect, remove, or replace members of the company's board of directors. Typically, this clause outlines the required voting thresholds, such as a simple majority or supermajority, and may specify whether certain classes of shares have special voting rights or if cumulative voting is permitted. Its core practical function is to ensure a clear, fair, and orderly process for board composition, thereby preventing disputes and protecting the interests of all parties involved in corporate governance.
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Voting Provisions Regarding Board of Directors. (a) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder from time to time and at all times as shall be necessary to ensure that the size of the Board of Directors shall be set at a number of directors to be determined from time to time by the Electrum Group Holders. (b) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder from time to time and at all times in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following individuals shall be elected to the Board of Directors: (i) for so long as Liberty continues to Beneficially Own at least five percent of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like), at least one individual designated by Liberty (who shall be reasonably acceptable to the Company), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided, however, that, for so long as Liberty continues to Beneficially Own at least five percent of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like), in the event there are more than nine members of the Board of Directors, Liberty shall be entitled to designate one or more additional directors (who shall be reasonably acceptable to the Company), if necessary, in order to ensure that the percentage of Liberty designees serving on the Board of Directors most closely approximates the percentage of ownership of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like) that Liberty Beneficially Owns at such time; and (ii) the remainder of the Board of Directors shall be designated by the Electrum Group Holders. (c) In the absence of any designation from any Stockholder with the right to designate a director as specified in Section 2.02(b), the director previously designated by such Stockholder and then serving shall be reelected if still eligible to serve as provided in this Agreement. (d) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (i) no director elected pursuant to Section 2.02(b) or Section...
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Voting Provisions Regarding Board of Directors. 1.1 Size of the Board of Directors
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Voting Provisions Regarding Board of Directors. VOTE TO INCREASE AUTHORIZED COMMON STOCK 3. REMEDIES 4. TERM 5. MISCELLANEOUS SCHEDULE 1 INVESTORS SCHEDULE 2 KEY SHAREHOLDERS SCHEDULE 3 ADOPTION AGREEMENT
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Voting Provisions Regarding Board of Directors. 1.1 For purposes of this Agreement, the term “Shares” shall mean and include any shares of Preferred Stock, by whatever name called, now owned or subsequently acquired by an Investor, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise, but shall expressly exclude any shares of Common Stock issued upon conversion of any Shares of the Preferred Stock.
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Voting Provisions Regarding Board of Directors. 15 3.1 Size of the Board 15 3.2 Board Composition 15 3.3 Failure to Designate a Board Member 16 3.4 Removal of Board Members 16
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Voting Provisions Regarding Board of Directors. (a) Shareholders and Investor agree to vote, or cause to be voted, all Company common stock (the "Common Stock") or Company preferred stock that votes along with the Common Stock owned or beneficially held by Shareholders (the "Preferred Stock"), Investor, and their respective Affiliates, or over which the Shareholders, Investor or any of their respective Affiliates has voting control, from time to time and at all times, at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, to re-elect M▇▇▇ ▇▇▇▇▇▇ to the Board of Directors, or if such director is unwilling or unable to stand for election, such other director nominee as Investor designates. (b) Shareholders and Investor agree to execute any written consents required to perform the obligations of Section 2 of this Agreement, and each party agrees at the request of any party entitled to elect directors to use their reasonable best efforts to call a special meeting of shareholders for the purpose of electing directors. (c) Neither Shareholders, Investor, nor any of their respective Affiliates, shall have any liability (i) as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a member of the Board, or (ii) as a result of voting for any such designee in accordance with the provisions of this Agreement.
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Voting Provisions Regarding Board of Directors. Each Stockholder agrees to vote, or cause to be voted, at least fifty percent (50%) of all Common Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times (such percentage of Common Stock, the “Designated Voting Stock”), for the election of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to the Board at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders in which an election of directors is made.
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Voting Provisions Regarding Board of Directors. 1.1 For purposes of this Agreement, the term “Shares” shall mean and include (i) any shares of Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise; and (ii) any shares of Common Stock issued upon conversion of any Shares of the Preferred Stock, including, without limitation, the shares of Common Stock issued in connection with the conversion of the Preferred Stock by the Prior Investors as a condition to the issuance of Common Stock to the Purchaser pursuant to the Purchase Agreement.
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Voting Provisions Regarding Board of Directors 
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Related to Voting Provisions Regarding Board of Directors

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors 17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows: 17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed. 17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman. 17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later. 17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting. 17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative. 17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him. 17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings. 17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting. 17.8. Subject to the provisions of Article ‎22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article ‎18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section‎18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting). 17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors. 17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed. 17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events: (a) upon his death; (b) if he is declared to be legally incompetent; (c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings; (d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice; (e) if his term of office has terminated in accordance with the provisions of these Articles; (f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or (g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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