Consultation Right. For so long as ▇▇ ▇▇▇▇▇▇ has the right to designate a member of the Board under this Agreement, in the event that three (3) or more Board members are replaced by new directors during any given twenty-four (24) month period otherwise than in the context of a Going Private Transaction (as defined below), ▇▇ ▇▇▇▇▇▇ shall have, in respect of one of the new directors (the New Director), the right to be consulted on, and to approve, the nomination of such New Director. At least thirty (30) days before the nomination of the New Director or the distribution of G Mining’s management information circular for the meeting of shareholders at which the New Director is to be elected, G Mining shall provide ▇▇ ▇▇▇▇▇▇ information regarding the backgrounds and profiles of the New Director candidates, including information relating to expertise, experience and diversity. Within ten (10) days of receipt of such information, ▇▇ ▇▇▇▇▇▇ shall provide its approval of at least one New Director candidate or propose an alternate candidate(s) which shall be reasonably considered by the Board, who shall be under no obligation to accept such alternate candidate for nomination. The Board shall not nominate the New Director for election until the parties have agreed on a candidate in accordance with this Section 2.5. For the purpose of this Agreement, a Going Private Transaction means any transaction (including any acquisition, merger, arrangement, amalgamation or other business combination) involving or that would involve (a) any Person beneficially or legally owning, directly or indirectly, all of the outstanding securities of G Mining or (b) the consummation of the sale or disposition by G Mining of all or substantially all of G Mining’s assets.
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