Designation of Nominees. The Nominating Stockholder hereby designates the following individuals as nominees for election to the Board of Directors of Merkxxx: Xxhn X.
Designation of Nominees. In respect of any Director Election Meeting:
Designation of Nominees. (1) The Corporation covenants and agrees to nominate for election as directors of the Corporation at any Director Election Meeting the following persons:
Designation of Nominees. (a) Each of Falcon Technology Partners, L.P. ("Falcon") and Xxxxxx & Xxxxxx Group, Inc. ("Xxxxxx") (together, the "Nominating Purchasers" and individually, a "Nominating Purchaser") so long as they own any shares shall have the right to designate a nominee (together, the "Nominees" and individually, a "Nominee") for election as one of the directors of the Company who shall be elected solely by the holders of the Series A Preferred, voting separately as a series (the "Series A Directors") pursuant to the Company's Certificate of Incorporation. Falcon and Xxxxxx together shall have the right to designate a third Nominee who shall be elected as Series A Director. At least 10 days prior to any meeting (or written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be elected by the holders of Series A Preferred, voting separately as a series, each Nominating Purchaser shall notify the other Purchaser in writing of the Nominee designated by such Nominating Purchaser for election as a director. In the absence of any such notification, it shall be presumed that the Nominating Purchaser's then incumbent Nominee has been redesignated as its Nominee. The initial Nominees of Falcon and Xxxxxx are Xxxxx X. Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx X. Xxxxxxx, Xx., respectively.
Designation of Nominees. (a) At all times during the Earnout Period and prior to a CEO Event, nominees for election as director by the Company and included as a nominee for election as director in any management information circular of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate three (3) directors to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two (2) directors to serve on the Board, and proportionate number on any committees thereof, and (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors to the Board, and a proportionate number on any committees thereof (the “Co-Nominated Directors”).
Designation of Nominees. The Company shall give the Purchaser written notice (the “Company Designation Request”) (i) requesting that the Purchaser designate directors pursuant to the terms of Sections 2(a) and 2(b), (ii) stating the Company’s intention to take all Necessary Actions to include such designees in its upcoming proxy statement to shareholders, and (iii) providing the date on which the proxy statement is to be mailed (the “Mailing Date”), such Company Designation Request to be delivered not less than 45 days prior to the Mailing Date. To designate a director pursuant to the provisions of Sections 2(a) and 2(b), the Purchaser shall be required to have given the Company written notice of the Purchaser’s designees, together with all information relating to such designee or designees required to be included by the Company in such proxy statement under applicable laws, including the federal proxy rules (the “Designation Notice”), on or before the tenth day prior to the Mailing Date (the “Designation Date”). If the Purchaser shall have failed to designate nominees for election to fill any of the Purchaser Director or New Independent Director slots on the Board as provided in this Section 2 by the Designation Date, such director nominees shall instead be designated by the Nominating and Governance Committee not later than two days before the Mailing Date (the “Final Designation Date”), and such director shall, if elected, (i) serve until the end of such director’s term and until his or her successor is duly elected and qualifies, (ii) be an Independent Director (if not an Purchaser Director), (iii) assume all Committee positions previously held by the prior Purchaser Director or New Independent Director, as applicable, and (iv) otherwise be deemed the Purchaser Director or New Independent Director, as applicable, for purposes of this Agreement, until the next meeting of Company shareholders at which the shareholders vote for the election of directors of the class in which such Purchaser Director or New Independent Director serves.
Designation of Nominees. Pursuant to the terms and subject to the conditions of this Section 2 and Applicable Law, for as long as the Investors hold, directly or indirectly, on an aggregate basis, at least 2,625,000 Shares, the Investor Group shall be entitled to designate one Nominee.
Designation of Nominees. (a) Subject to Section 8 hereof:
Designation of Nominees. Each of the Shareholders shall advise the other Shareholders and the Corporation in writing of the names of the individuals such Shareholder has designated as its nominee to the Board as soon as practicable before each annual meeting of Shareholders. In the event that either of the nominees to the Board of the Investor is not an employee of the Investor, the Corporation shall pay to such nominee a fee for his attendance at each meeting of the Board.
Designation of Nominees. The Investors shall advise Techno Expres and the Corporation in writing of the names of the individuals the Investors have designated as their nominees to each Board as soon as practicable before each meeting of Shareholders. In addition, the Corporation shall reimburse each nominee to a Board that is an employee of an Investor his reasonable out-of- pocket expenses (including travelling costs) incurred in connection with his attendance at each meeting of a Board.
