Governance Rights. (1) For a period of three years, the Company shall, acting through the Board, consistent with and subject to its duties under Nevada law, take all actions necessary allow the Purchaser to elect three (3) of the five (5) Board members. If there is an amendment to the Articles of Incorporation or Bylaws of Company to increase the number of board seats greater than 5, the Company will increase the number of Board members to be elected by Purchaser sufficient that the number of directors appointed by Purchaser shall be a majority of Board seats. Of the three members designated by Purchaser for election to the Board of Directors, at least one shall qualify as “independent” in accordance with the applicable listing standards of the NYSE or any other national or regional securities exchange or system of automated dissemination of securities prices in the United States on which the common shares are then traded or quoted, each as amended from time to time at least one of the three directors and will also qualify as a “financial expert” under Section 407 of Sxxxxxxx-Xxxxx and SEC Rules (17 CFR § 229.401). Notwithstanding the foregoing, if after three (3) years after the Effective Date of this Agreement, Purchaser does not hold Convertible Preferred Shares, Series B (or, if converted into common shares common shares from such conversion) as shown below, Purchaser shall obtain the required number of resignations from members of the Board of Directors that Purchaser has elected in accordance with the following: # of Convertible/Common Shares Held Number of Directors To Be Appointed by Purchaser 0 - 1,500 Convertible Preferred Shares, Series B or 10,000,000 Common Shares 0 1,501 - 3,500 Convertible Preferred Shares, Series B or 15,000,001 - 20,000,000 Common Shares 1 3,501 – 6,250 Convertible Preferred Shares, Series B or 20,000,001 – 25,000,000 Common Shares 2 6,251+ Convertible Preferred Shares, Series B or 25,000,001+ Common Shares 3
Governance Rights. If the Transfer will include any Governance Rights, the Member shall Transfer all such Governance Rights, coupled with a simultaneous Transfer to the same transferee of all of the Member's Financial Rights relating to such Interest.
Governance Rights. For so long as the Notes or Class A Ordinary Shares issued upon conversion of the Notes Beneficially Owned by PAG Asia and its Affiliates represent no less than 50% of the aggregate principal amount of the Notes:
Governance Rights. Subject to Section 3.4, the Parent shall not, and shall ensure that its subsidiaries shall not, as applicable, without the prior written consent of the Investors:
Governance Rights. From and after the date of the issuance of Series B-2 Preferred Shares to the Investors and subject to Section 3.3, the Parent shall not, and shall ensure that its subsidiaries shall not, as applicable, without the prior written consent of the Investors:
Governance Rights. “Governance Rights” mean all of a Member’s rights as a Member in the Company except for Financial Rights or any right to assign Financial Rights.
Governance Rights. The terms set forth in Section 6, Section 7 (other than Section 7.1.1 and Section 7.6) and Section 9.1 of the Terms of Issue (the “Incorporated Terms”) are hereby incorporated by reference into this Agreement and such terms shall apply as if fully set forth herein mutatis mutandis; provided that the Incorporated Terms shall only be effective to the extent that the corresponding terms set forth in the Terms of Issue are ineffective for any reason.
Governance Rights. (a) ETP, in its capacity as a member of Sunoco GP, shall not consent to or cause Sunoco GP to take or cause SXL to take any of the following actions without having obtained the prior written consent of ETE:
Governance Rights. (a) From and after the date of this Amendment, until the termination of the Merger Agreement pursuant to Section 6.1(c)(iii) or Section 6.1(d), without the prior written consent of Sprint, the Company shall not, and shall not authorize or permit any of the Company Subsidiaries or any of its or the Company Subsidiaries’ directors, officers, employees, agents or representatives to, directly or indirectly, (i) execute the XXX or any similar Contract with DISH, Purchaser or their respective Affiliates that provides for any Governance Rights, (ii) issue or authorize or propose the issuance of any of its capital stock, other equity interests, or any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity interests to DISH, Purchaser, or their respective Affiliates, or (iii) approve or recommend, or propose to approve or recommend, or execute and deliver, or enter into, the XXX or any Contract, letter of intent, or agreement in principle with DISH, Purchaser or their respective Affiliates, in each case to the extent that the actions contemplated by clause (i), clause (ii) or clause (iii) purport or propose to grant or provide, or are conditioned on the Company granting, to DISH, Purchaser or their respective Affiliates any Governance Rights.
Governance Rights. SECTION 2.1 INVESTOR BOARD REPRESENTATION.
