Director Nominees Clause Samples

Director Nominees. At all times while the RCF Parties own or hold shares of Company Common Stock which in the aggregate exceed five percent (5%) of all issued and outstanding shares of Company Common Stock, the Company’s Board of Directors agrees to nominate or appoint one (1) qualified individual identified by the RCF Parties to serve on the Board of Directors of the Company (a “Nominee”). The initial appointment of a Nominee shall occur no later than the June 2012 annual meeting of the shareholders of the Company to be held no later than June 30, 2012, and thereafter such Nominee shall be included in management’s slate for election to the Board of Directors of the Company. The Company and the management of the Company shall use commercially reasonable efforts to cause each Nominee to be elected to the Board of Directors of the Company. For the avoidance of doubt, all qualified individuals nominated by the RCF Parties to serve on the Company’s Board of Directors shall be selected exclusively by the RCF Parties without consultation with or approval by the Company. The right of the RCF Parties to have representation on the Company’s Board of Directors may be exercised at any time and from time to time.

Director Nominees. Each Stockholder hereby agrees that at the next annual meeting of the stockholders of Pulte for the election of directors such Stockholder shall vote the Shares in favor of, or give written consent for, the election of the Director Nominees (as defined in the Merger Agreement) to the Pulte Board of Directors nominated in accordance with the provisions of Section 4.11

Director Nominees. Having had discussions with the Shareholders regarding the nominees to be nominated for election to the Board at the Company’s 2014 annual meeting of stockholders (the “2014 Meeting”), the Governance Committee has reviewed the nominations and has recommended that the Board nominate the New Independent Directors for election as directors of the Company at the 2014 Meeting on the terms set out in this Agreement. For the avoidance of doubt, in addition to the New Independent Directors, the Board will also nominate three (3) additional directors for election at the 2014 Meeting by the holders of Common Stock. Concurrent with the execution and delivery of this Agreement, the Board has determined and agreed to nominate the New Independent Directors for election as directors of the Company at the 2014 Meeting, and to prepare, file with the Securities and Exchange Commission and disseminate to the Company’s stockholders proxy soliciting materials describing the terms of this Agreement. If a New Independent Director is elected by the Company’s stockholders to serve as a director on the Board at the 2014 Meeting, such New Independent Director shall serve until the annual meeting of stockholders of the Company in 2015 (the “2015 Meeting”), or until his or her earlier death, resignation, disqualification or removal. The Company shall use the same solicitation efforts on behalf of the New Independent Directors as for all other nominees. The Company agrees that if either of the New Independent Directors is unable to serve as a director, resigns as a director or is removed as a director prior to the 2015 Meeting and at such time the Shareholders beneficially owns in the aggregate at least the lesser of 4.0% of the Company’s then outstanding Common Stock and 857,922 shares of Common Stock (subject to adjustment for stock splits, reclassifications and similar adjustments), Foundation Asset Management, LLC shall have the ability to recommend a substitute person(s); provided that, (i) any substitute will qualify as “independent” under the rules of the New York Stock Exchange, (ii) if ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or any replacement for ▇▇. ▇▇▇▇▇▇▇▇▇▇▇) is the director for whom a substitute is sought, such substitute shall be independent of, and not affiliated with, the Shareholders and (iii) in each case subject to the approval of the Governance Committee after exercising its fiduciary duties. In the event the Governance Committee does not accept a substitute person recommended by Founda...

Director Nominees. The three Sharper Image nominees are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Company’s founder and largest individual stockholder, ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇. Each is a current Director of the Company. The three nominees of the Knightspoint Group are ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman and Chief Executive Officer of ▇▇ ▇▇▇▇▇ Partners LLC; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, both Managing Members of Knightspoint Partners LLC. The independent nominees, completing the slate of nine directors, are ▇▇▇▇ ▇▇▇▇▇▇, Chairman of Intersource Co. Ltd; ▇▇▇▇▇▇ ▇▇▇▇▇, former President and Chief Executive Officer of HUB Distributing; and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, former President and Chief Financial Officer of Shorewood Packaging Corporation. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who will continue as Chairman and Chief Executive Officer, stated that, “I have a high degree of respect for the nominees of the Knightspoint Group and our new independent nominees, and we look forward to benefiting from their professional experience and new perspectives on building a strong, profitable Company. Our current Board of Directors and management team are focused on growing the business and returning to profitability through innovative merchandising, distinctive marketing and efficient operations. We collectively look forward to ensuring that The Sharper Image remains one of the premier specialty retailers in the marketplace. Finally, I want to thank those current board members who will not be standing for reelection for their past services.” Knightspoint Group nominee ▇▇▇▇▇ ▇. ▇▇▇▇▇ commented that, “We believe in the long-term value of The Sharper Image, built on its well-known history of successfully introducing new, innovative and high-quality products. I look forward to working with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; there are very few real “merchants” in the retail industry today. Richard’s merchandising instincts, since the founding of The Sharper Image in 1977, have been truly remarkable. That is one of the reasons The Sharper Image has become one of the great brand names in specialty retailing. We look forward to working together with the Board and the management team to enhance value for all stockholders.” ▇▇. ▇▇▇▇▇ further commented, “This agreement demonstrates the commitment of all parties to addressing the interests of all stockholders in a significant and positive way.” ▇▇▇▇▇ ▇▇▇▇▇ is Chairman and Chief Executive Officer of ▇▇ ▇▇▇▇▇ Partners LLC, a management and investment firm. From 1998 to 2005, he was Chairman and Chief Executive Office...

Director Nominees. Certain Purchasers whose Non-Disclosure Agreements remain in force as of the Effective Date (“NDA Investors”) shall be entitled, as a group together with purchasers included in a subsequent financing pursuant to which the Company raises a maximum of $3,500,000 pursuant to the sale of its securities (the “Subsequent Financing”), to appoint an aggregate of three (3) directors to the Company’s Board of Directors for a period of one (1) year from the Effective Date of this Agreement.

Director Nominees. Having had discussions with the Shareholders regarding the nominees to be nominated for election to the Board at the Company’s annual meeting of shareholders to be held following the end of the Company’s 2013 fiscal year (the “2013 Meeting”), the Governance Committee has reviewed the nominations and has recommended that the Board nominate the New Independent Directors for election as directors of the Company at the 2013 Meeting on the terms set out in this Agreement. For the avoidance of doubt, in addition to the New Independent Directors, the Board shall also nominate the nine (9) incumbent directors (including the Newly Appointed Directors) listed on Exhibit A hereto for re-election at the 2013 Meeting (such incumbent directors, together with the New Independent Directors, the “2013 Nominees”). Concurrent with the execution and delivery of this Agreement, the Board has determined and agreed to nominate the New Independent Directors for election as directors of the Company at the 2013 Meeting, and to prepare, file with the Securities and Exchange Commission and disseminate to the Company’s shareholders proxy soliciting materials describing the terms of this Agreement. If a New Independent Director is elected by the Company’s shareholders to serve as a director on the Board at the 2013 Meeting, such New Independent Director shall serve until the Company’s 2014 annual meeting of shareholders (the “2014 Meeting”), or until his or her earlier death, resignation, disqualification or removal. The Company and the Shareholders agree that if any New Independent Director is unable to serve as a director during the Covered Period (as defined below) as a result of death or disability, the Shareholders shall be entitled to select any other candidate who (i) is unaffiliated with the Shareholders, (ii) qualifies as “independent” under the applicable independence requirements applicable to the Company under law, stock exchange rules and the Company’s corporate governance guidelines and (iii) is reasonably acceptable to the Governance Committee as a replacement candidate. The size of the Board may be increased to more than 11 directors during the Covered Period only (i) following the first date that the New Independent Directors are seated on the Board and (ii) upon approval by a majority of the members of the Board (which vote must include the approval of, at a minimum, any two of the Newly Appointed Directors and New Independent Directors taken together). The Company (i...

Director Nominees. Subject to satisfactory due diligence, including but not limited to, completion of Directors' & Officers' questionnaires, the Seller shall have the right to nominate and the Buyer and Star Maritime hereby agree to cause the appointment and election of two (2) members of the board of directors of the Buyer, it being understood and agreed that the initial nominees and directors (to be listed in the registration/proxy statement referred to in Section 4(a) hereof) shall be Mr. Nobu Su and M▇. ▇▇▇▇▇ ▇▇▇▇▇, each of whom shall serve upon the Effective Date of Merger for one (1) year therefrom in the case of Mr. Nobu Su and for two (2) years therefrom in the case of M▇. ▇▇▇▇▇ ▇▇▇▇▇ or until their successors have been duly elected and qualified. For so long as Mr. Nobu Su serves on the board of directors of the Buyer, he shall receive the title of non-executive Co-Chairman of the Buyer.

Director Nominees. (a) If, prior to June 30, 2001, Stockholder acquires 20.0% or more of the Total Voting Power outstanding at the date of acquisition, then, until the earlier of (i) the expiration of the Standstill Period, and (ii) the date on which Stockholder owns less than 10.0% of the Total Voting Power, Stockholder may deliver to Company a notice stating that it desires to implement this Section 2.11 and designating one person (who either will be (x) ▇▇▇▇ ▇▇▇▇▇▇ or (y) any other person designated by Stockholder and approved by a majority of the Directors, which approval may not be unreasonably withheld) as a nominee for election to the Board. Promptly after receiving the foregoing notice from Stockholder, the Company shall cause (A) the total number of members of the Board to be increased by one member over the number authorized as of the date of such notice, and (B) the vacancy so created to be filled with the Stockholder's designee. Thereafter, with respect to each annual meeting of stockholders of the Company until the earlier of (i) the expiration of the Standstill Period, and (ii) the date on which Stockholder owns less than 10.0% of the Total Voting Power, Company shall use its best efforts to cause its Directors to solicit proxies for, and recommend that the Company's stockholders vote in favor of, the Stockholder's designee.

Director Nominees. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have been elected to the board of directors of Borrower (the “Board”) as a Class III Director (as defined in Borrower’s Third Amended and Restated Certificate of Incorporation) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have been nominated by the Target pursuant to the terms of the Merger Agreement and elected to the Board as a Class II Director (as defined in Borrower’s Third Amended and Restated Certificate of Incorporation), in each case at the Special Meeting (as defined in the Merger Agreement).