Nomination of Director. Parent and Avenue Capital shall have entered into the Parent Director Nomination Agreement.
Nomination of Director. (a) Effective as of the Effective Date and until the date on which one (1) MLD Royalty Product (as defined in the APA), in respect of which Orchard Therapeutics (Europe) Limited has obtained a marketing authorization or biologics license application and made the first bona fide commercial sale for which revenue has been recognized (the “Director Nomination Term”), as further described below, GSK shall have the right to nominate one (1) individual reasonably acceptable to the Company (the “Nominee”) to serve on the Board of Directors of the Company (the “Board”) as a Class III director. Subject to Section 1(b), during the Director Nomination Term, the Board and all applicable committees and subcommittees thereof shall take all action necessary so that the Nominee shall stand for election by the Company’s shareholders (the “Shareholders”) at each annual general meeting of the Company at which Class III directors are required to stand for re-election (each, an “Annual Meeting”), it being understood that the next such Annual Meeting is scheduled for the year 2021. The Company agrees to (i) include the Nominee in any proxy statement or written consent prepared by the Company for each such Annual Meeting and recommend and solicit proxies for the election of the Nominee at each such Annual Meeting (and at every adjournment or postponement thereof), (ii) cause all ordinary shares represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the Nominee, and (iii) otherwise support the Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.
Nomination of Director. Immediately following the Closing, the Company agrees to take such steps as are necessary to increase the number of members of the Board of Directors and elect Kennxxx Xx'uan-K'ai Lxxxx xx fill such vacancy. Additionally, the Company agrees to nominate Mr. Xxxxx xx the Compensation Committee of the Board of Directors.
Nomination of Director. 2.1 Conditional upon the CPPIB having acquired Shares in the Investment with a value at the time of the acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled to nominate for appointment or as a candidate for election to the Board one CPPIB Director Nominee and to nominate another person for appointment or election in that person’s place should that person’s office be vacated.
Nomination of Director. The Company shall nominate Xx. Xxxxx Xxxxxxx for re-election as a director at each of the Company’s two annual meetings of shareholders immediately following the Closing. The Company’s obligations under this Section 4.4 shall be conditioned on Xx. Xxxxxxx’x being willing and eligible under all applicable laws and regulations to serve on the Board of Directors. Xx. Xxxxxxx shall not receive any compensation for serving on the Board of Directors of the Company until such time as he is first elected to such position by a vote of the public shareholders of the Company, following which he will be entitled to the same compensation as the independent members of the Board of Directors of the Company. The terms of this Section 4.4 shall survive the Closing but shall cease to be binding upon the early termination of this Agreement pursuant to the terms hereof.
Nomination of Director. At any meeting of the stockholders of the Corporation at which directors are to be elected and for so long as the Amended Note shall remain outstanding, the management of the Corporation shall, at the written request of Purchaser, nominate Purchaser (or his nominee) to be elected to the Board of Directors of the Corporation. If Purchaser chooses not to exercise his right to be named or nominated, or to have his nominee named or nominated, as a director at any time, Purchaser (or his nominee) shall have the right to attend any and all meetings of the Corporation's Board of Directors as an observer, and the Corporation shall provide Purchaser (or his nominee) with the same advance notice of such meetings as is provided to the Corporation's Board of Directors.
Nomination of Director. (a) Effective as of the date of this Agreement, the Company will cause K. Xxxx Xxxxx to be elected a member of the Board of Directors of the Company as a "Class II" director.
Nomination of Director. Each of the Purchasers nominates Xxxxxxxx Xxxxxxxxxxx to the Board of Directors of the Seller in accordance with their right to nominate the board member under Section 5.02(c)(1)(i) of the Bylaw Amendment to the Seller's Bylaws.
Nomination of Director. In recognition of the importance of maintaining representation on the Board of Directors of the Surviving Corporation from the geographic area served by the Company prior to the Merger, the Nominating Committee of the Board of Directors of the Surviving Corporation will nominate for election to a full three-year term at the annual meeting of Associated's shareholders in 2006 the independent director appointed to the Board of Directors of the Surviving Corporation pursuant to Section 1.05 unless the members of the Nominating Committee determine in good faith that they should not nominate such director consistent with their fiduciary duties under Wisconsin Law or unless such director is no longer an independent director (as defined by NASDAQ).
Nomination of Director. 8 6.2 Amendment to Existing Investors' Rights Agreement................. 8 7. MISCELLANEOUS.......................................................... 8
