Board of Directors Nominees. (a) Subject to Section 2.4, the Investors shall be entitled collectively to designate (i) two nominees (each an "Investor Nominee") for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 11.1% and (ii) one Investor Nominee for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is less than 11.1% but greater than 5%. Each Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law.
Board of Directors Nominees. (a) For so long as the Investor owns directly or indirectly, 17.0% or more of the outstanding Common Shares, the Investor shall be entitled to designate two nominees (each an "Investor Nominee"), either of whom may be non-residents of Canada, for election or appointment to the Board and for so long as the Investor owns directly or indirectly, less than 17.0% of the outstanding Common Shares but 7.5% or more of the outstanding Common Shares, the Investor shall be entitled to designate one Investor Nominee for election or appointment to the Board, who may be non-resident of Canada.
Board of Directors Nominees. (a) Subject to the provisions of this Article 2, the Investor shall be entitled to designate one nominee (an “Investor Nominee”) for election to the Board. For so long as (i) the Purchased Debentures remain outstanding in full; or (ii) the Investor owns at least 9.9% of the issued and outstanding Common Shares; or (iii) the Investor is entitled, pursuant to the terms of this Agreement (including the exercise of the Participation Rights and Top-up Rights whether or not currently exercisable), to acquire Common Shares, which, together with the other Common Shares held by the Investor, would represent at least 9.9% of the issued and outstanding Common Shares (collectively, the “Minimum Threshold”), the Investor shall also be entitled to designate a number of Investor Nominees (but in any event at least one Investor Nominee) for election to the Board proportionate to its then Common Share ownership interest in the Issuer, rounded down to the extent that such entitlement would result in a fractional Investor Nominee.
Board of Directors Nominees. (1) Subject to Section 2.2, the Investors (acting together) shall be entitled to designate one nominee (an “Investor Nominee”) for appointment or election to the Board of Directors, for so long as the Beneficial Ownership Requirement is satisfied. The Investor Nominee must be an individual who meets the qualification requirements to serve as a director under the Act, applicable Laws and the rules of the Applicable Stock Exchange (the “Nomination Conditions”) and must be acceptable to the Board of Directors, acting reasonably. The parties acknowledge that the size of the Board of Directors has been increased to five as of date hereof. The parties also acknowledge that the initial Investor Nominee is XX Xxxxxxxx, who has been determined to be acceptable to the Board of Directors and has been appointed to the Board of Directors, in each case as of the date hereof. Notwithstanding anything to the contrary in this Agreement, if at any time (a) an Investor Nominee ceases to satisfy any of the Nomination Conditions; or (b) the Beneficial Ownership Requirement is no longer satisfied, the Investors shall, at the request of Real, cause the Investor Nominee to tender his or her resignation from the Board of Directors. As a condition to the appointment of an Investor Nominee to the Board of Directors pursuant to this Section 2.1(1), the Investors shall, and shall cause such Investor Nominee to, provide Real, prior to such appointment and nomination and on an on-going basis while serving as a member of the Board of Directors an executed irrevocable resignation in substantially the form attached as Exhibit A hereto, as well as such information and materials as Real is entitled to receive from a member of its Board of Directors and as are required to be disclosed in any management information circular of Real to be sent to securityholders of Real under applicable Laws or Applicable Stock Exchange rules or as Real may request from time-to-time from members of the Board of Directors in compliance with its internal policies and procedures including, an executed consent to serve as a director of Real, a completed directors’ questionnaire in the form provided by Real and a completed personal information form.
Board of Directors Nominees. (a) Subject to Section 2.4, and provided that the Beneficial Ownership Requirement is satisfied, the Group Representative, on behalf of the Investors, shall be entitled to designate one nominee (the “Investors’ Nominee”) for election to the Board of Directors commencing with (the “Initial Designation Date”) the earlier of (i) the date of the Change-in-Control Closing, or (ii) the date of finalization of the management information circular (the “2022 Circular”) for the Company’s 2022 annual general meeting of shareholders (the “2022 AGM”).
Board of Directors Nominees. (a) From and after the date on which Greenstone Owns greater than 10% of the issued and outstanding Common Shares, Greenstone shall be entitled to act to designate one nominee (a “Greenstone Nominee”) who meets the individual qualification requirements for directors under applicable Laws, for election or appointment to the Board. If Greenstone ceases to Own at least 10% of the issued and outstanding Common Shares, the Company shall no longer be obligated to nominate a Greenstone Nominee for election and appointment as a director and, if so requested by the Chair of the Company, the then current Greenstone Nominee shall resign from the Board.
Board of Directors Nominees. (a) Corus agrees that upon the issuance of the Consideration Shares in accordance with the terms of the Purchase Agreement, the Board of Directors shall immediately appoint three initial Shaw Nominees to serve on the Board of Directors until the next annual general meeting of Shareholders.
Board of Directors Nominees. (a) Effective at Closing, the Board of Directors shall consist of seven directors. Subject to Section 2.3, and provided that the Beneficial Ownership of the Investor is 33% or greater, the Investor shall be entitled to designate three nominees (each an “Investor Nominee”) for election to the Board of Directors; provided, however, that the number of Investor Nominees will be reduced: (i) to two if the Beneficial Ownership of the Investor is at least 20% but less than 33%; or (ii) to one if (A) the Beneficial Ownership of the Investor is less than 20% and (B) the Investor satisfies the Nomination Right Ownership Requirement.
Board of Directors Nominees. (a) Subject to Section 2.2, the Investor shall be entitled to designate one nominee (an “Investor Nominee”) for election to the Board of Directors, for so long as the Beneficial Ownership Requirement is satisfied. The Investor Nominee must be an individual who meets the qualification requirements to serve as a director under the Act and the rules of the TSX and the NYSE. The parties acknowledge that the initial Investor Nominee is Xxxxx Xxxxx, who was determined to be independent by the Board of Directors and was appointed to the Board of Directors as of the Original Date.
Board of Directors Nominees. The Stockholder shall have nominated at least four (4) individuals including such number of independent directors as required by NASDAQ’s rules, to join the Board of Directors of ActiveWorlds and Baytree Capital Associates, LLC shall have nominated one (1) individual to join the Board of Directors of ActiveWorlds.
