Designees Sample Clauses
Designees. (a) The Company shall take all necessary action to ensure that, immediately after the Closing Date, (i) the size of the Board shall be set at seven (7) directors and shall initially consist of the following seven (7) directors: [______] (the “Initial Directors”), (ii) the audit committee of the Board shall initially consist of the following directors: [______], (iii) the compensation committee of the Board shall initially consist of the following directors: [______], (iv) the nominating and governance committee of the Board shall initially consist of the following directors: [______], and (v) [______] shall serve as the Chair of the Board. Of the Initial Directors, [______] is deemed to be the Charter Director, [______] is deemed to be the Liberty Broadband Director, [______] is deemed to be the Cerberus Director, [______] is deemed to be the Additional Director and [_____], [_____] and [_____] are deemed to be Unaffiliated Directors. From and after the Closing Date, the rights of the Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1.
(b) Until such time as the Charter Stockholder beneficially owns Voting Stock representing less than 7.5% of the outstanding shares of Common Stock (on an as-converted basis), the Company will take all necessary action (to the extent not prohibited by applicable law) to cause the Board to nominate for election at each annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Charter Stockholder that, if elected, would result in one (1) Charter Director serving on the Board and shall support the Charter Director for election in a manner no less rigorous and favorable than the manner in which the Company supports the other nominees, and, if any such individual is not so elected, cause such individual to be promptly appointed as a director.
(c) Until such time as the Liberty Broadband Stockholder beneficially owns Voting Stock representing less than 7.5% of the outstanding shares of Common Stock (on an as-converted basis), the Company will take all necessary action (to the extent not prohibited by applicable law) to cause the Board to nominate for election at each annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Liberty Broadband Stockholder that, if elected, would result in one (1) Liberty Broadband Director servi...
Designees. (a) So long as the Pine Brook Entities and their Affiliates collectively Beneficially Own Common Shares representing 35% or more of the Pine Brook Entities’ Post-IPO Shares, the Pine Brook Entities shall have the right to nominate one individual who satisfies the requirements of applicable law and the independence requirements imposed by the rules of any national securities exchange on which the Common Shares may be listed or traded for election to the Board, and, if the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election to the class with the longest term of service.
(b) In the event that any designee of the Pine Brook Entities under this Section 2.1 shall for any reason cease to serve as a member of the Board during his term of office (such former Board member, a “Former Director”), the resulting vacancy on the Board shall be filled by an individual designated by the Pine Brook Entities (a “Replacement Director”) so long as the Pine Brook Entities have the right to nominate such director pursuant to this Section 2.1.
(c) The Company hereby agrees, subject to Section 2.1(a), to (i) include the director nominee to which the Pine Brook Entities are entitled on each slate of nominees for election to the Board proposed by the Company and/or the Board and (ii) recommend the election of the director nominee to which the Pine Brook Entities are entitled to the shareholders of the Company. Without limiting the foregoing, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and/or the Company’s shareholders) to cause the election, removal and replacement of the designee of the Pine Brook Entities pursuant to this Section 2.1.
(d) That certain management rights letter, dated as of February 6, 2009, between the Company and Essent Intermediate, L.P. shall be terminated and have no further force or effect as of the date hereof.
Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ “▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇ Spender, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation.
(b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors.
(c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, ...
Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows:
(i) Three nominees shall be designated by Rice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors;
(ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and
(iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha N...
Designees. (a) Upon the closing of the IPO, the Board shall consist of nine (9) directors, including ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ “▇▇▇” ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇.▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and one vacancy for the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock Exchange, the Board, with the approval of a majority of the Sponsor Directors, shall fill the vacancy with the Final Independent Director. The Board will be divided into three classes of directors serving staggered three-year terms with ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ each serving an initial term ending on the date of the Company’s 2020 annual general meeting of stockholders, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and J.R. ▇▇▇▇, ▇▇▇ “Bud” ▇. ▇▇▇▇▇▇▇ and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director will be removable only for “cause” as set forth in the Certificate of Incorporation.
(b) Upon the closing of the IPO, the Audit Committee of the Board shall be comprised of J.R. ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, provided that ▇▇▇▇ ▇▇▇▇▇▇▇ shall be removed from the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing of the IPO, the Compensation Committee of the Board shall be comprised of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Nominating and Governance Committee of the Board shall be comprised of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.
Designees. Except as expressly set forth in this Section 7.05, all reports, drafts, statements, data, certifications or other information required to be delivered to a Party pursuant to this Section 7.05 shall be required to be delivered to the designees of such Party set forth on Schedule XVI. Each Party may, by notice to the other Party, change the designees to which such information is required to be delivered.
Designees. Individuals specified in this directive may delegate stated responsibilities to another person or persons unless otherwise directed.
Designees. The Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Board of the Agency through adoption of a Resolution, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement.
Designees. (a) Upon the closing of the IPO, the Board shall consist of nine directors, including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are each deemed to be designees of Q-Jagged Peak. From and after the closing of the IPO, the rights of Q-Jagged Peak to designate directors to the Board shall be as set forth in the remainder of this Section 2.2.
(b) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company.
(c) The Company, Management Holdco and Management shall take all Necessary Action to cause the Board to include a number of directors designated by Q-Jagged Peak (each such director, a “Quantum Director”) such that:
(i) at least a majority of the directors on the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock;
(ii) at least 35% of the directors of the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares of Common Stock; and
(iii) at least one director of the Board is a Quantum Director for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 25% but at least 5% of the outstanding shares of Common Stock. If Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Q-Jagged Peak shall not be entitled to designate a nominee. For purposes of calculating the number of Quantum Directors that Q-Jagged Peak is entitled to designate pursuant to this Section 2.2(c), any fractional amounts shall automatically be rounded upward to the nearest whole number of Quantum Directors that is greater than such fractional amount, and any such calculations shall be made on a pro forma basis. For the avoidance of doubt, the rights granted to Q-Jagged Peak to designate members of the Board are additive to, and not intended to limit in any way, the rights that Q-Jagged Peak or its Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporat...
Designees. Any Member may at any time, and from time to time, by written notice to the other Members, designate a person ("Designee") to act on its behalf at any meeting of the Members. Such Designee shall have all of the voting rights of such Member. A Member who has named a Designee may subsequently revoke such designation and may, at the same time or subsequently, name a replacement Designee.