Director Designees Clause Samples
The Director Designees clause establishes the right of certain parties, often major shareholders or investors, to appoint specific individuals to serve on a company's board of directors. In practice, this clause outlines the number of board seats such parties may fill, the process for nominating or removing designees, and any qualifications required for those individuals. Its core function is to ensure that key stakeholders have direct representation in the company's governance, thereby protecting their interests and providing them with a voice in major corporate decisions.
Director Designees. (a) If the Shareholders then beneficially own an aggregate Net Long Position of at least the Ownership Threshold and no Shareholder has materially breached this Agreement or the Confidentiality Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, then the Shareholders may deliver, on or after March 1, 2015 and on or before April 15, 2015, a request for the Company to appoint (a “Company Appointment Request”) an Icahn designee to the Company Board. If the Board approves such designee, which such approval shall not be unreasonably withheld, conditioned or delayed, then such designee shall be deemed a “Company Acceptable Person” (and if such proposed designee is not a Company Acceptable Person, then the Shareholders shall be entitled, without regard to any deadline contained in the previous sentence, to continue proposing designees until a proposed designee is a Company Acceptable Person) and the Board shall, no later than 10 days following approval of a Company Acceptable Person, take action to increase the size of the Board by one member and to appoint such designee (the “Icahn Company Designee”) to fill the vacancy so created for a term no less than through the 2016 annual meeting of shareholders of the Company (the “2016 Meeting”).
(b) (i) If FoodserviceCo will be SpinCo, and if twenty-five (25) days immediately prior to the Separation Effective Time, the Shareholders beneficially own an aggregate Net Long Position of at least the Ownership Threshold and no Shareholder or Icahn Designee has materially breached this Agreement or the Confidentiality Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, then (A) no less than twenty (20) days prior to the Separation Effective Time, the Company shall provide a written request to the Shareholders requesting the name of an Icahn designee to be appointed to the board of directors of FoodserviceCo (the “FoodserviceCo Board”), and (B) no later than ten (10) days following receipt of such written request, the Shareholders shall notify the Company of the name of such designee to be appointed to the FoodserviceCo Board (a “FoodserviceCo Appointment Request”). If the Board approves such designee, which such approval shall not be unreasonably withheld, conditioned or delayed, then such designee shall be deemed a “FoodserviceCo Acceptable Person” (and if such proposed de...
Director Designees. (a) Until the later of (i) December 31, 2025 and (ii) the earlier of (x) the date on which ▇▇. ▇▇▇▇▇▇▇ owns fewer than 7,188,031 shares of Common Stock (as equitably adjusted as a result of a stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like) and (y) the date on which ▇▇. ▇▇▇▇▇▇▇ no longer serves as the Executive Chair (the date contemplated by clauses (i) and (ii), the “Sunset Date”), New PubCo’s slate of individuals nominated for election to the Board shall include the WWE Designees designated in accordance with Section 1.1(b); provided, that the WWE Designees shall at all times include at least three (3) Independent Directors. For purpose of this Agreement, “Independent” shall have the meaning set forth in New PubCo’s by-laws. For purposes of this Section 1.1(a), ▇▇. ▇▇▇▇▇▇▇ shall be deemed to own (1) any shares of Common Stock held by any trust that is for the benefit of ▇▇. ▇▇▇▇▇▇▇ or the immediate family of ▇▇. ▇▇▇▇▇▇▇ and over which ▇▇. ▇▇▇▇▇▇▇ retains voting control, and (2) any shares of Common Stock owned by a partnership, limited liability company or other entity, the sole owners of which are ▇▇. ▇▇▇▇▇▇▇ or the immediate family of ▇▇. ▇▇▇▇▇▇▇ and in any case of which ▇▇. ▇▇▇▇▇▇▇ is the legal and beneficial owner of a majority of the outstanding voting securities or the managing member.
Director Designees. Effective immediately upon the Note Exchange and continuing for as long as SCO and its Affiliates (as defined below) hold at least 20% of the aggregate number of shares of the Series A Stock issued to SCO and its Affiliates in connection with the Note Exchange or at least 20% of the Conversion Shares issued upon conversion of such Series A Stock, (a) SCO shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee.
Director Designees. Prior to the Closing, the Board of Directors of First Bank shall take all necessary actions to increase by three the number of directors constituting the entire Board of Directors of First Bank, effective as of and contingent upon the occurrence of the Effective Time, and shall duly elect three individuals to be designated, prior to the Effective Time, by First Bank, in consultation with ▇▇▇▇▇▇▇, pursuant to the procedure set forth in the following sentence (the “Director Designees”) to become directors of First Bank, effective as of and contingent upon the occurrence of the Effective Time. The Director Designees shall be individuals serving on the Board of Directors of Malvern as of the date of this Agreement, determined by First Bank in consultation with Malvern, subject to First Bank’s customary background screening and evaluation procedures for potential directors. First Bank shall use its reasonable best efforts to obtain First Bank Shareholder Approval as contemplated by the foregoing provisions of this Section 6.5.
Director Designees. While at least 50% of the Series A Preferred is outstanding, an Investor holding at least 50% of the Series A Preferred is entitled to designate an individual to be nominated by the Board of Directors, subject to such individual satisfying the requirements of an independent director as set forth in the Securities Exchange Act of 1934, as amended, and other applicable requirements of the exchange or quotation system upon which the Company's common stock is listed or quoted.
Director Designees. For as long as the Notes issued pursuant to this Agreement remain outstanding, the Company shall comply with the covenant set forth in Section 4.14 of the February Purchase Agreement, without regard to whether any “Notes”, as such term is used in the February Purchase Agreement, remain outstanding.
Director Designees. For as long as the Notes issued pursuant to this Agreement remain outstanding, (a) SCO Capital Partners LLC shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO Capital Partners LLC, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee.
Director Designees. (a) Following the Closing Date, the Sponsor shall have the right, but not the obligation, to designate for election as directors a number of designees (each, a “Sponsor Designee” and collectively, the “Sponsor Designees”) equal to: (i) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 50% or more of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 50% of the Total Number of Directors; (ii) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 40% or more but less than 50% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 40% of the Total Number of Directors; (iii) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 30% or more but less than 40% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 30% of the Total Number of Directors; (iv) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 20% or more but less than 30% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 20% of the Total Number of Directors; and (v) so long as the Sponsor Investors collectively Beneficially Own capital stock representing 10% or more but less than 20% of the total voting power of all outstanding capital stock of the Company entitled to vote generally in the election of directors, 10% of the Total Number of Directors. For purposes of calculating the number of Sponsor Designees that the Sponsor is entitled to designate pursuant to the first sentence of this Section 2.01(a), any fractional amounts shall be rounded up to the nearest whole number and any such calculations shall be made after taking into account any increase in the Total Number of Directors in connection with the election of such Sponsor Designees and any other individual nominated by the Board of Directors or a duly authorized committee thereof. For the avoidance of doubt, if the Sponsor has designated fewer than the total number of Sponsor Designees that it is then entitled to designate pursuant to the first sentence of this Section 2.01(a), including by reason of an increase in the Total Number of Directors, the Sponsor shall have the right, at any ti...
Director Designees. For as long as at least 20% of the shares of Preferred Stock issued pursuant to this Agreement remain outstanding, (a) SCO Capital Partners LLC shall have the right, from time to time, to designate two individuals, who shall be reasonably satisfactory to the then current Board of Directors, to serve as directors of the Seller (the "SCO DIRECTOR DESIGNEES"), (b) the Seller shall use its best efforts to cause the number of directors to be fixed at seven, two of which shall be the SCO Director Designees (the "SCO BOARD SEATS"), (c) the Seller shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Seller at each meeting of the Seller's shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Seller shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee. Promptly, but not more than three (3) business days following the Initial Closing, the Seller shall increase the size of its Board of Directors or otherwise cause two vacancies to exist on its Board of Directors and shall cause the SCO Director Designees to be duly appointed or elected to fill such vacancies. The following persons are hereby deemed to be "reasonably satisfactory" pursuant to clause (a) above: Steven H. Rouhandeh, Jeffrey B. Davis, Mark Alvino and Howard S. Fis▇▇▇▇.
Director Designees. (a) Pursuant to the Investor Agreement, the Investors hereby designate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of LDI and ▇▇▇▇▇ ▇▇▇▇▇ of News as their initial representatives (each, an "INVESTOR DESIGNEE") on the Company's Board of Directors (the "BOARD"). All Investor Designees shall be directors or senior executives of the Parent of an Eligible Investor or a subsidiary or division of the Parent of an Eligible Investor.
(b) Each Investor Designee shall serve as a member of the Board for the term specified in the Company's Bylaws and until his or her successor is selected and qualified. Upon the occurrence of any vacancy on the Board which the Investors are entitled to fill (in accordance with the Investors Rights Agreement), the Investors, acting by a Majority Vote (as defined below), shall select a successor to fill such vacancy; PROVIDED, that (x) no Parent which