Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the Company agrees to appoint one individual selected by the AIGH Holder (the “Appointed Director”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following the Closing by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder may designate each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, s...
Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that (i) increase the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party.
Director Designation Rights. On or prior to the date hereof, the Board of Directors of Stratus has adopted resolutions that (a) increase the number of individuals that constitute the whole Board by one person, and (b) resolved to fill the newly-created directorship, effective as of the date hereof, with an individual designated by Xxxxxxx (a “Designated Director”) and (c) specify the class to which such Designated Director shall be appointed. For so long as Xxxxxxx and its Affiliates are the Beneficial Owners of at least 5.0% of the issued and outstanding shares of Stratus Common Stock, then Xxxxxxx shall have the right to designate one Designated Director. In the event that Xxxxxxx and its Affiliates are the Beneficial Owners of less than 5.0% of the issued and outstanding shares of Stratus Common Stock, Xxxxxxx shall have no right to designate any directors to the Board. The Designated Director shall, in the reasonable judgment of Stratus, (a) have the requisite skill and experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of Stratus pursuant to any rule or regulation of the SEC or NASDAQ or by applicable law, and (c) have not engaged in (i) acts or omissions constituting a breach of such Designated Director's duty of loyalty to any organization, (ii) any transaction from which such Designated Director derived an improper personal benefit, or (iii) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. Xxxxxxx shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Director to timely provide, Stratus with accurate and complete information relating to Xxxxxxx and the Designated Director that may be required to be disclosed by Stratus under the Securities Act or the Exchange Act. In addition, at Stratus's request, Xxxxxxx shall cause the Designated Director to complete and execute Stratus's standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by Stratus. The Parties agree that the initial Designated Director shall be Xxxxxxx Xxxxxx. Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of Stratus (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year's annual meeting) at which dire...
Director Designation Rights. The Company's Certificate of Incorporation entitles the holders of the Series B Preferred Stock to elect four directors so long as any Series B Preferred Stock is outstanding. Following the Closing Date the Shareholders agree to vote for directors for such four director positions, designated as follows: (i) Leverage shall have the right to designate one director; (ii) Xxxxxx Xxxxx shall have the right to designate one director; (iii) Maimon shall have the right to designate one director; and (iv) Xxx Xxxxx shall have the right to designate one director. Such designees may be either the persons nominated by the Company's Board of Directors to serve as directors or such other persons as the Shareholder(s) may designate in accordance with the provisions of this Agreement. Upon the occurrence of (x) a Default (as defined in the Lavut Note), the director designation right of Lavut under this Agreement shall terminate, (y) a Default (as defined in the Maimon Note), the director designation right of Maimon under this Agreement shall terminate and (z) a Default (as defined in the Xxx Xxxxx Note), the director designation right of Xxx Xxxxx under this Agreement shall terminate. In addition, if any Shareholder with designation rights under this Agreement ceases to hold any Series B Preferred Stock, the director designation right of such party shall terminate. Any director designated by any Shareholder as an "Initial Director Designee" (as hereinafter defined) pursuant to this Section shall take and hold office only so long as the Shareholder designating such director is not in Default under its respective Note and, upon taking office shall submit a conditional resignation, effective automatically upon termination of such designating Shareholder's director designation rights. If any Shareholder's director designation rights under this Agreement terminate, then any successor director shall be selected by the Board of Directors. As a condition to the Closing under the Securities Purchase Agreement, Xxxx Xxxxxx, Xxxxx X. Xxxxxxxxxx and Xxxxxxxx Xxxxxxx will submit their resignations as members of the Company's Board of Directors, effective as of the Closing Date. The initial director designees (the "Initial Director Designee") of such Shareholders on the Closing Date are as follows: Leverage: Xxxx Xxxxxx (Existing director) Lavut: Xxxxxxx Xx (New director) Maimon: Xx. Xxxx Xxxxxxxx (New director) Xxx Xxxxx: Xxxx Xxxxxxxx (New director) Each Shareholder with director des...
Director Designation Rights. (a) For so long as the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute at least 7.5% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP. The Holders’ Representative may designate the director for appointment on behalf of the Partnership Unitholders pursuant to its authority in Section 3.17 of this Agreement.
Director Designation Rights. The following Holders shall have the following rights to designate individuals as Designees to serve as members of the Company's Board of Directors:
Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions, effective immediately following the Distribution and immediately prior to the Merger, that, among other things, (i) increase the size of the Board to eight individuals and (ii) fill the three newly created vacancies on the Board with three individuals designated by RJS, one of whom shall be independent in accordance with Section 2(c).
Director Designation Rights. Subject to the other provisions of this Section 5.04, for so long as TCW is the “beneficial owner” under Rule 13d-3 under the Exchange Act of any shares of Class A Common Stock, then the Board or a committee thereof will nominate, and USWS will use its commercially reasonable efforts to cause the stockholders to elect Rxxx Xxxxxxx to the Board as a Class III Director at the 2021 annual or special meeting of the stockholders of USWS at which Class III Directors are to be elected to the Board; provided, however, that USWS shall not be bound by the foregoing provision on or after the date that Rxxx Xxxxxxx ceases to be employed by TCW or its Affiliates. Nothing in this Section 5.04 shall be deemed to prohibit the Board or USWS from taking any action that at least a majority of the members of the Board determines in good faith may be necessary to (i) comply with any rule or regulation of the SEC or NASDAQ or (ii) comply with applicable law.
Director Designation Rights. (a) For so long as the Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units that constitute at least 15% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP.
Director Designation Rights. (a) The Company agrees to appoint Xxxxxx Xxxxxxxx, MD (the “Appointed Director”) to the Company’s Board of Directors effective on the Closing Date by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its commercially best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the Purchasers may designate on each such occasion a substitute Appointed Director and the same Company obligations set forth above with respect to the initial Appointed Director.
