Board Nominees. (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts...
Board Nominees. The Investor shall have the right to designate Investor Designees to be nominated to the Board of Directors. The Company shall nominate the Investor Designees for a vote of the shareholders at any meeting or action by written consent involving the election of directors to the Board of Directors. In the event that any duly elected Investor Designee is removed from the Board of Directors, the Investor shall be entitled to designate another of Investor’s designees for nomination for election to the Board of Directors. “Investor Designees” means those persons designated for nomination to the Board of Directors by the Investor, the number of which shall not be less than a majority of the Board of Directors when aggregated with any director nominees who are nominated by any of the Investor’s subsidiaries or parent company.
Board Nominees. During the Term of this Agreement and for so long as the Investor Group holds a Minimum Interest, the Investor Group may recommend to the Company's nominating committee and the Company's nominating committee shall recommend to the Board, the number of Investor Group Designees determined in the manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual meeting of stockholders for which an election is held for such class of directors.
Board Nominees. (1) From and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 33.3% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee and (b) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 10%, but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.
Board Nominees. (a) Subject to the terms and conditions of this Agreement, from and after the Effective Date until the Termination Date, at every meeting of the Board, or a committee thereof, at which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, MDP shall have the right to nominate for election to the Board (the “MDP Designated Directors”):
Board Nominees. The Board of Directors of the Company shall be -------------- constituted as contemplated by Section 3.1 of the Securityholders Agreement and the nominees designated by the Investors shall have been appointed to the Board of Directors effective upon the Closing.
Board Nominees. Notwithstanding anything to the contrary in this Agreement, after the Initial Public Offering, the number of Post Nominees that may be designated by Post pursuant to Section 3.01(a)(i) shall be determined based on the percentage of the votes that may be cast by the Post Stockholders under the Certificate of Incorporation on their own behalf without instructions or directions from Persons other than the Company or any of its Subsidiaries or the Post Stockholders, so that the Post Nominees constitute:
Board Nominees. As long as (x) any Senior Subordinated Notes are -------------- outstanding or (y) the Investors hold at least 10% of the Convertible Preferred Stock or Common Stock obtained through conversion of the Convertible Preferred Stock held by them on the date hereof, the Company will use its best efforts to (i) have that number of nominees designated by the Investors elected to the Board of Directors of the Company that would constitute a majority of the Board of Directors of the Company, (ii) cause the number and composition of directors of the Board of Directors of any Subsidiary to be identical to the number of directors of the Board of Directors of the Company; provided, however, that if -------- ------- the number of directors or the composition of the Board of Directors of any Subsidiary differs from the number of directors or the composition of the Board of Directors of the Company, then and in addition to the requirement of clause (i) above, the Company will, and will cause such Subsidiary to, use its best efforts to, have that number of nominees designated by the Investors elected to the Board of Directors of such Subsidiary as the Investors request. Any director designated by the Investors shall receive (A) all materials distributed to the Board of Directors of the Company or any Subsidiary, as the case may be, whether provided to directors in advance of, during or after, any meeting of the applicable Board of Directors, regardless of whether such director shall be in attendance at any such meeting, (B) the same compensation other outside members of the Board of Directors of the Company or any Subsidiary, as the case may be, shall receive in his or her capacity as a director and (C) reimbursement of the reasonable out-of-pocket expenses of such director incurred in attending the meetings of the Board of Directors of the Company or any Subsidiary, as the case may be.
Board Nominees. Red Oak hereby withdraws, effective upon the nomination to the Board of Directors of the persons framed in Section 3 as stated below and the Company hereby acknowledges the withdrawal of, (a) Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxxxxx as proposed nominees to the Board for purposes of the 2010 Annual Meeting and (b) the additional stockholder proposals set forth in Red Oak's letter to the Company dated May 4, 2010.
Board Nominees. (a) From and after the First Closing, the Holding Company shall (i) maintain a five-member Board of Directors, (ii) use its best efforts to have (A) three nominees designated by Whitney (or WEP) elected to the Holding Company's Board of Directors, (B) two nominees designated by the management of the Holding Company ("MANAGEMENT") and (C) one nominee of Whitney (or WEP) elected to each of the Holding Company's audit committee and compensation committee, and (c) expand the Board of Directors, at Whitney's request, to accommodate the election to the Board of Directors of one or more "independent" nominees mutually agreeable to Whitney (or WEP) and Management, provided that at all times the Holding Company shall use its best efforts to have that number of nominees of Whitney (or WEP) elected to the Board of Directors of the Holding Company as would constitute a majority of the Board of Directors. Notwithstanding the foregoing, at such time as WEP and/or Kitty Hawk shall no longer beneficially own an aggregate number of shares of Series A Preferred Stock and Series B Preferred Stock that is convertible into at least ten percent (10%) of the aggregate number of shares of Common Stock into which the shares of Series A Preferred Stock issued on the First Closing Date and the shares of Series B Preferred Stock issued on the Second Closing Date were convertible into, in each case, as of the date of issuance (after appropriate adjustment for dividends, subdivisions, combinations or reclassifications of the Series A Preferred Stock and the Series B Preferred Stock), then the Holding Company's obligation to use its best efforts to elect Whitney's (or WEP'S) designees as set forth above shall be limited to having one director designated by Whitney (or WEP) elected to the Holding Company's Board of Directors, audit committee and compensation committee. The Holding Company shall provide to each director the same information concerning the Companies and their Subsidiaries, and access thereto, provided to all other members of the Holding Company's Board of Directors. The reasonable travel expenses incurred by any such director in attending any such meetings shall be reimbursed by the Holding Company to the extent consistent with the Holding Company's then existing policy of reimbursing directors generally for such expenses.
