Director Nomination Right Sample Clauses

Director Nomination Right. (i) Upon the Closing, for so long as the Purchaser and its Affiliates beneficially own (A) not less than fifteen percent (15%) of the then total issued and outstanding share capital of the Company (on a non-fully diluted basis), the Purchaser shall be entitled to nominate two (2) directors to the Board (each such Person, a “Purchaser Designee” and collectively, the “Purchaser Designees”), and (B) less than fifteen percent (15%) but not less than five percent (5%) of the then total issued and outstanding share capital of the Company (on a non-fully diluted basis), the Purchaser shall be entitled to nominate one (1) Purchaser Designee, in each case subject to the Company Articles and requirements of the NYSE, the Hong Kong Stock Exchange, the Singapore Exchange or any other applicable securities exchange, and the Company shall, upon the exercise of such director nomination right by the Purchaser, take all necessary actions to add such Purchaser Designee(s) to the Board at the next regularly scheduled meeting of the Board after the Closing, including but not limited to arranging for the register of directors and officers of the Company to be updated forthwith. The Purchaser may exercise its director nomination right hereunder through delivery of a written notice to the Company regarding the nomination, and the appointment of the Purchaser Designee(s) by the Board shall be subject to the Company Articles and requirements of the NYSE, the Hong Kong Stock Exchange, the Singapore Exchange or any other applicable securities exchange applicable to the composition of the Board and qualifications and appointment of directors. The Company and the Board shall take customary and reasonable actions to obtain shareholder approval of the Purchaser Designee(s) as director(s) of the Board to the extent such approval is required under applicable law. The Company shall take all necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation.
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Director Nomination Right. After the Anniversary Date, so long as the Series A Investors continue to hold at least sixty percent (60%) of the Common Stock originally purchased by them pursuant to the Purchase Agreement (assuming full conversion of the Series A Preferred Stock into Common Stock), the Series A Investors shall have the right to nominate one (1) candidate for election to the Board of Directors of the Company (the “Series A Director”). Such Series A Director nominee shall be mutually agreeable to Francisco Partners II, L.P. and the Board of Directors of the Company (which agreement by the Board of Directors of the Company shall not be unreasonably withheld). So long as the Series A Investors have such right, the Company and its Board of Directors agree to take all actions reasonably necessary to (i) if necessary, increase on the Anniversary Date and thereafter maintain the size of the Board of Directors so that the number of seats on the Board of Directors immediately after the Anniversary Date is at least as large as the number of authorized directors immediately prior to the Anniversary Date, (ii) if necessary, appoint the Series A Director to the fill the vacancy created, and (iii) include the Series A Director nominee in all proxy and other materials and endorse and recommend the Series A Director to the stockholders for election in connection with all meetings of the stockholders at which directors are to be elected, which endorsement and recommendation shall not be changed or withdrawn without consent of the Series A Investors, which shall not be unreasonably withheld.
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Director Nomination Right. (a) Beginning on the Issuance Date (as defined in the Warrants) and at all times thereafter until the date on which FP Investor, together with its affiliates, no longer hold at least fifty percent (50%) of the principal amount of the loan originally made by all Lenders pursuant to the Loan Agreement, FP shall have the right to nominate two (2) candidates, each of whom shall satisfy the qualifications generally applicable to all other members of the Board, for election to the Board (each, an “FP Director Nominee”); provided that for so long as FP Investor, together with its affiliates, hold at least twenty-five percent (25%) of the principal amount of the loan originally made by all Lenders pursuant to the Loan Agreement, FP shall have the right to nominate one (1) candidate, who shall satisfy the qualifications generally applicable to all other members of the Board, for election to the Board (also, an “FP Director Nominee”).
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Director Nomination Right. 9.1 For two years after the Closing Date, provided the Subscriber (together with its Affiliates) beneficially owns directly or indirectly 5% or more of the outstanding Common Shares (on a non-diluted basis), and for so long thereafter as the Subscriber (together with its Affiliates) beneficially owns, directly or indirectly, 9.9% or more of the outstanding Common Shares (on a non-diluted basis), the Subscriber shall be entitled to designate one nominee (an "Investor Nominee"), who may be a non-resident of Canada, for election or appointment to the Board, and, subject to acceptance by the TSXV, the Board shall appoint to the Board or nominate the Investor Nominee for election as a director of the Company. Further, for so long as Subscriber shall be entitled to designate an Investor Nominee for election or appointment to the Board, such Investor Nominee shall also be appointed as a member of the Audit Committee of the Company.
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Director Nomination Right. (i) Upon the Closing, the Purchaser shall be entitled to nominate one (1) director to the Board (such Person, the “Purchaser Designee”), subject to requirements of the NYSE, the Hong Kong Stock Exchange, the Singapore Exchange or any other applicable securities exchange, and the Company shall, take all necessary actions to add such Purchaser Designee to the Board at the next regularly scheduled meeting of the Board after the Closing. The Purchaser may exercise its director nomination rights hereunder through delivery of a written notice to the Company regarding the nomination, and the appointment of the Purchaser Designee by the Board shall be subject to the Company Articles and requirements of the NYSE, the Hong Kong Stock Exchange, the Singapore Exchange or any other applicable securities exchange applicable to the composition of the Board and qualifications and appointment of directors. The Company and the Board shall take customary and reasonable actions to obtain shareholder approval of the Purchaser Designee as a director of the Board to the extent such approval is required under applicable law. The Company shall take all necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. ​
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Director Nomination Right. (a) Subject and pursuant to the terms of this Agreement, for so long the total number of Common Shares and Common Units owned of record by Contributor or its Affiliates is equal to at least ten percent (10%) of the sum of (X) the number of Common Shares outstanding plus (Y) the number of Common Units outstanding that are not owned directly or indirectly by the Company, Contributor shall have the right, but not the obligation, to designate one individual as a nominee for election to the Board at each annual meeting of the stockholders of the Company (or special meeting of the stockholders in lieu of an annual meeting at which Directors are to be elected) (the “Director Nomination Right”). Contributor shall provide such certifications regarding the beneficial ownership of shares of Common Stock and Common Units by Contributor and its Affiliates as the Company may reasonably request from time to time in order to determine Contributor’s eligibility to exercise the Director Nomination Right.
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Director Nomination Right 
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Related to Director Nomination Right

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group 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., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • Board Nominees (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts to cause the election of each Second City Nominee designated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Second City Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _____ shares of Common Stock of WHG Bancshares Corporation (the "Company") is hereby granted to ________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2001 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with --- Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

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