Investor Director. (a) From and after the Closing until the conversion of the Shares, and thereafter and until the Investors no longer beneficially own (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) at least 12.5% of the total outstanding Common Stock at any time (the “Nomination Right Termination”), at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board of Directors, the Company (subject to applicable law, including any fiduciary duties of the Board of Directors) shall nominate and use its commercially reasonable efforts (which shall include inserting in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board of Directors that stockholders of the Company vote in favor of each Investor Designee (defined below)) to cause the election to the Board of Directors of a slate of directors that includes one (1) individual designated in writing by the Investors for nomination for election or for appointment to the Board of Directors and approved by the Board of Directors or any responsible committee thereof (which approval shall not be unreasonably withheld) (any such individual being an “Investor Designee”); except that if the Investors beneficially own at least 25% of the total outstanding Common Stock and the size of the Board has been increased to nine (9) members, the number of Investor Designees that the Investors shall be entitled to designate shall be two (2). To the extent that the Company’s Board of Directors or any responsible committee thereof views it as necessary or desirable that any second Investor Designee of the Investors be independent under the applicable rules of any exchange on which the Company’s capital stock is listed or for regulatory compliance purposes, the Investors shall comply with the request of the Company to designate a second Investor Designee that would be independent under such rules or regulations or, if such second Investor Designee has already been elected or appointed to the Company’s Board of Directors (an “Investor Director”), shall secure the resignation of such Investor Director and designate an Investor Designee who would be independent under such rules or regulations.
Investor Director. For so long as the Investor holds in excess of 10,000 Preferred Shares or 25 million shares of Common Stock (including Conversion Shares) (the “Requisite Shares”), the Investor shall be entitled to nominate one (1) director to the Board. For so long as the Investor holds the Requisite Shares and following the time at which the Series C-2 Convertible Preferred Stock shall have become convertible in full, the Investor shall be entitled to nominate a total of two (2) directors to the Board. For so long as the Investor holds the Requisite Shares and following the time at which the Series C-3 Convertible Preferred Stock shall have become convertible in full, the Investor shall be entitled to nominate a total of three (3) directors to the Board (each such director, an “Investor Director”). In accordance with the provisions of this Section, at each meeting of the Company’s shareholders at which the election of directors is to be considered, the Company shall nominate the Investor Directors designated by the Investor for election to the Board by the shareholders and solicit proxies from the Company’s shareholders in favor of the election of the Investor Directors. The Company shall use reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such the Investor Director and including recommending approval of such Investor Director’s appointment to the Board). Each Investor Director appointed pursuant to this Section shall continue to hold office until the next annual meeting of the shareholders of the Company and until his or her successor is elected and qualified in accordance with this Section and the Bylaws, unless such Investor Director is earlier removed from office or at such time as such Investor Director’s death, resignation, retirement or disqualification. The Company shall use reasonable best efforts to ensure that an Investor Director is removed only if so directed in writing by the Investor, unless otherwise required by this Section or applicable Law. In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of the term of office of the Investor Director, the Company shall use reasonable best efforts to cause the Board to fill such vacancy or new directorship with a representative designated by the Investor as provided hereunder, in either case, to serve until the next annual or special meeting o...
Investor Director. (a) For as long as the Ordinary Shares Beneficially Owned by the Investor represent at least 10% of the issued and outstanding share capital of the Company immediately after the Closing (after taking into account of any subdivision, combination, consolidation, reverse share split or reclassification of Ordinary Shares or any dividend or distribution in Ordinary Shares occurred after the Closing), the Investor shall be entitled to designate one director to the Board (such director, the “Investor Director”).
Investor Director. The Investor Director shall have been duly appointed as a Class II member of the Company’s Board of Directors;
Investor Director. Upon Closing, the Investor shall have the right to nominate, at any time and from time to time, individuals to occupy one of the positions on the board of directors of each of the Company, PDH(HK) and Beijing Pypo (the “Investor Director”). Each of the Company, PDH(HK) and Beijing Pypo shall indemnify the Investor Director to the maximum extent permitted by applicable Laws and deliver to the Investor a copy of the indemnification agreement duly executed by it in the form attached hereto as Exhibit D (the “Indemnification Agreement”), as may be amended from time to time as requested by the Investor or as may be approved by the Investor.
Investor Director. (a) Prior to the Closing, the Company and the Company’s Board of Directors shall take such action as may be necessary (including seeking any necessary vote or approval of any stockholder of the Company, taking any action necessary to expand the size of the Company’s Board of Directors, or causing any existing director to resign) in order to make a Board seat available for one individual designated by the Investor (the “Investor Director”), who shall initially be Xxxxxxx X. Xxxxxx, and to cause the Investor Director to be appointed at the Closing as a Class II member of the Company’s Board of Directors and any applicable committee thereof. The individual designated by the Investor to replace the initial Investor Director from time to time shall be reasonably acceptable to a majority of the independent members of the Company’s Board of Directors in their sole reasonable discretion (excluding then current Investor Director).
Investor Director. 7.1 It is agreed between the Parties that the Investor shall have the right to appoint and remove two Investor Directors (and to replace any such persons from time to time) and to appoint alternate directors from time to time and the Company shall reimburse the Investor Directors for all out of pocket expenses reasonably incurred by them in connection with the performance of their duties as directors of the Company.
Investor Director. For so long as members of the Liberty Group (as defined below) in the aggregate own any combination of shares of Common Stock and Class B Common Stock that, taken together, equal by number at least 50% of the number of Investor Securities or, following the exchange thereof for Class B Common Stock, 50% of the number of shares of Class B Common Stock issued in exchange for the Investor Securities (in each case as appropriately adjusted to reflect the effect of stock splits, stock dividends, reverse stock splits and other similar events affecting the Common Stock or the Class B Common Stock), the Investor shall be entitled to designate one member of the Company's Board of Directors (the "Investor Director"). In the event the Investor is entitled under this Section 4.2 to designate an Investor Director, the Investor shall so notify the Company in writing and the Company shall (a) increase the size of the Board of Directors by one and fill the vacancy created thereby by electing an Investor Director and (b) in connection with the meeting of stockholders of the Company next following such election, nominate an Investor Director for election as a director by the stockholders and use its commercially reasonable efforts to cause the Investor Director to be so elected. If the Investor is entitled under this Section 4.2 to designate an Investor Director and a vacancy shall exist in the office of the Investor Director, the Investor shall be entitled to designate a successor and the Board of Directors shall elect such successor and, in connection with the meeting of stockholders of the Company next following such election, nominate such successor for election as director by the stockholders and use its commercially reasonable efforts to cause the successor to be elected.
Investor Director. The parties shall procure that the Investor shall have the right (but not the obligation):
Investor Director. From the Effective Date until immediately prior to a Liquidity Event, the Investor shall have the right to nominate one director (“Investor Director”) on the board of directors of Napo until termination of this Agreement, provided, however, that the Investor has agreed to suspend its right to such nomination to the board of Napo until July 15 , 2006 (the “Board Tenure”). Upon a Liquidity Event, the Investor’s right to nominate the Investor Director in Napo shall terminate and any existing Investor Director term shall automatically terminate. However, the Investor will have the right to appoint an Investor Director to the Board of Napo India until the termination of this Agreement. During the Board Tenure, the Investor Director shall be a director whose office is not liable to be vacated by retirement or by rotation. Subsequent to the occurrence of a Liquidity Event until termination of this Agreement, the Investor shall be entitled to nominate an observer to the board of Napo after July 15, 2006, if and only to the extent the Investor does not have the right to nominate an Investor Director to Napo’s Board. For the avoidance of doubt : (i) such observer shall not have any rights of a director other than to merely attend meetings of the board of Napo; (ii) all costs in relation to such observer’s participation in the board of Napo shall be exclusively borne by the Investor. However at the option of the Investor, Napo will include the observer in the Board Meeting through video conferencing / telephone calls. Such observer shall be subject to Napo’s customary confidentiality agreements and may be excused from any Napo Board meetings where counsel to Napo reasonably believes that the attorney client privilege may be impacted by such observer’s attendance.
