Common use of Nomination Procedures Clause in Contracts

Nomination Procedures. (a) As long as a Party has a right to designate a Director Designee under Section 3.2, the Company shall notify such Party of any Director Election Meeting at least 75 calendar days prior to the date of such Director Election Meeting. (b) As long as a Party has a right to designate a Director Designee under Section 3.2, such Party may notify the Company of its Director Designee at any time following receipt of the notice provided by the Company in accordance with Section 3.3(a), but no less than 60 calendar days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, a Nominee designated under Section 3.2 is unable or unwilling to serve as a Director, then the Party who nominated such Nominee will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular relating to any Director Election Meeting or any written consent submitted to Shareholders for the purpose of electing Directors. (c) If a Party fails to deliver notice to the Company of a Director Designees at least 60 calendar days prior to the date of any Director Election Meeting, such Party shall be deemed to have designated the same Person previously designated by it that serves as the CMG Director or Sponsor Director, as applicable, at such time. (d) The Company shall use its best efforts to cause the election of the Director Designee to the Board at each Directors Election Meeting, and shall otherwise support, recommend and endorse the election of the Director Designees (and include expression of such support, recommendation and endorsement in any management information circular prepared by the Company). The Company will notify Shareholders that if such Shareholder designates a representative of the Company as its proxyholder, such proxyholder will vote such Shareholders’ Shares of the Company in favor of the Director Designees. The Director Designees shall be nominated in accordance with Company’s Constating Documents or other policies determined from time to time by the Board for nominating directors. Without limiting the generality of the foregoing, the Company shall (i) nominate for election and include in any management information circular relating to any Director Election Meeting (or submit to Shareholders by written consent, if applicable) each Director Designee nominated under Section 3.2, (ii) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders for the purpose of electing Directors) that the Shareholders vote to elect each such Director Designee as a Director for a term of office expiring at the subsequent annual meeting of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favor of and otherwise support the election of such Director Designees at the applicable Director Election Meeting, and (iv) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of the Shareholders’ Representative and the Sponsor, as applicable, under this Article 3.

Nomination Procedures. (a) As long as a Party has the Intercap Shareholders have a right to designate a Director Designee one (1) or more Nominees under Section 3.2, the Company shall notify such Party the Intercap Shareholders of any Director Election Meeting at least 75 calendar days prior to the date of such Director Election Meeting. (b) As long as a Party has the Intercap Shareholders have a right to designate a Director Designee one (1) or more Nominees under Section 3.2, such Party the Intercap Shareholders may notify the Company of its Director Designee the Intercap Shareholders’ designated Nominee(s) at any time following receipt of the notice provided by the Company in accordance with Section 3.3(a), but no less than 60 calendar days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, a the Nominee of the Intercap Shareholders’ designated under Section 3.2 is unable or unwilling to serve as a Director, then the Party who nominated such Nominee Intercap Shareholders will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular relating to any Director Election Meeting or any written consent submitted to Shareholders of the Company for the purpose of electing DirectorsDirectors and except where the Intercap Shareholders would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2. (c) If a Party fails the Intercap Shareholders fail to deliver notice to the Company of a Director Designees their designated Nominee(s) at least 60 calendar days prior to the date of any Director Election Meeting, such Party the Intercap Shareholders shall be deemed to have designated the same Person Nominee(s) previously designated by it the Intercap Shareholders that serves serve(s) as the CMG Director or Sponsor Director, as applicable, (an) Intercap Director(s) at such time. (d) The Company shall use its best efforts to cause the election of the Director Designee to the Board at each Directors Election Meeting, and shall otherwise support, recommend and endorse the election of the Director Designees (and include expression of such support, recommendation and endorsement in any management information circular prepared by the Company). The Company will notify Shareholders that if such Shareholder designates a representative of the Company as its proxyholder, such proxyholder will vote such Shareholders’ Shares of the Company in favor of the Director Designees. The Director Designees shall be nominated in accordance with Company’s Constating Documents or other policies determined from time to time by the Board for nominating directors. Without limiting the generality of the foregoing, the Company shall (i) nominate for election and include in any management information circular relating to any Director Election Meeting (or submit to Shareholders by written consent, if applicable) each Director Designee nominated person designated as a Nominee of the Intercap Shareholders under Section 3.2, (ii) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders of the Company for the purpose of electing Directors) that the Shareholders vote to elect each such Director Designee Nominee(s) as a Director for a term of office expiring at the subsequent annual meeting of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favor favour of and otherwise support the election of such Director Designees Nominee(s) at the applicable Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting, and (iv) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of the Shareholders’ Representative and the Sponsor, as applicable, Intercap Shareholders under this Article 3. (e) The selection of Nominees, other than the Nominees designated by the Intercap Shareholders pursuant to Section 3.2 (including when any designation right of the Intercap Shareholders has not been exercised pursuant thereto), shall rest with the Board, or any committee determined by the Board. (f) As long as the Klass Shareholders have a right to designate a Nominee under Section 3.2(f), the Intercap Shareholders shall keep the Klass Shareholders informed of its correspondence with the Company pursuant to this Section 3.3. (g) As long as the Klass Shareholders have a right to designate a Nominee under Section 3.2(f), all notices provided to the Company and the Intercap Shareholders under this Article 3 shall also be provided to the Klass Shareholders.

Nomination Procedures. (a) As For so long as a Party has a the right to designate a Director Designee Nominee under Section 3.2, 12.2: (i) the Company shall will notify such Party of any Director Election Meeting called or proposed to be called by the Company at least 75 calendar days prior to the date of such Director Election Meeting. ; (bii) As long as a Party has a right to designate a Director Designee under Section 3.2, such Party may notify the Company of its Director Designee designated Nominee at any time following receipt of the notice provided by the Company in accordance with Section 3.3(a), 12.3(a)(i) but no less than 60 calendar days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, a Nominee designated under Section 3.2 12.2 is unable or unwilling to serve as a Director, then then the Party who nominated such Nominee will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular / proxy statement or form of proxy relating to any Director Election Meeting or any written consent submitted to Company Shareholders for the purpose of electing Directors. Directors and except where such Party would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 12.2; (ciii) If if a Party fails to deliver notice to the Company of a Director Designees its designated Nominee at least 60 calendar days prior to the date of any Director Election Meeting, such Party shall be deemed to have designated the same Person Nominee previously designated by it that serves as the CMG Director or Sponsor Director, as applicable, at such time. it; (div) The Company shall use its best efforts to cause the election of the Director Designee subject to the Board at each Directors Election Meeting, and shall otherwise support, recommend and endorse the election of the Director Designees (and include expression of such support, recommendation and endorsement in any management information circular prepared by the Company). The Company will notify Shareholders that if such Shareholder designates a representative of the Company as its proxyholder, such proxyholder will vote such Shareholders’ Shares of the Company in favor of the Director Designees. The Director Designees shall be nominated in accordance with Company’s Constating Documents or other policies determined from time to time by the Board for nominating directors. Without limiting the generality consent of the foregoinga Nominee, the Company shall will: (iw) nominate for election and include in any management information circular / proxy statement and form of proxy relating to any Director Election Meeting (or submit to Company Shareholders by written consent, if applicable) each Director Designee nominated a person designated as a Nominee under Section 3.212.2, (iiy) recommend (and reflect such recommendation in any management information circular circular, proxy statement and form of proxy relating to any Director Election Meeting or in any written consent submitted to Company Shareholders of the Company for the purpose of electing Directors) that the Company Shareholders vote to elect each such Director Designee Nominee as a Director for a term of office expiring at the subsequent annual meeting of the Company Shareholders, (iiix) use reasonable commercial efforts to solicit, obtain proxies in favor of and otherwise support the election of such Director Designees Nominee at the applicable Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting, and (ivz) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of the Shareholders’ Representative Sponsor and the SponsorFounder, as applicable, under this Article 312. (b) The selection of Nominees, other than the Nominees designated pursuant to Section 12.2 (including when any designation right of the Sponsor or the Founder has not been exercised pursuant thereto), shall rest with the Board, or any committee determined by the Board.

Nomination Procedures. (a1) As long as a Party has The Corporation shall timely notify each Shareholder Group having a right to designate a Director Designee one or more Nominee under Section 3.2, the Company shall notify such Party 3.2 of its intention to hold any Director Election Meeting and, in any event, at least 75 calendar 45 days prior to before the date of on which the Board approves the proxy circular relating to such Director Election Meeting, which date shall be specified in such notice. (b2) As long as a Party has Each Shareholder Group having a right to designate a Director Designee one or more Nominees under Section 3.2, such Party 3.2 may timely notify the Company Corporation of its Director Designee designated Nominee(s) at any time following receipt of least 15 days before the notice provided by date on which the Company in accordance with Section 3.3(a), but no less than 60 calendar days prior Board approves the proxy circular relating to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Nominee designated under Section 3.2 Shareholder Group is unable or unwilling to serve as a Director, then the Party who nominated such Nominee Shareholder Group will be entitled to designate a replacement provided that Nominee as soon as reasonably practicable, except where such designation is provided in advance of the issuance of any management information circular relating Shareholder Group would have otherwise ceased to any Director Election Meeting or any written consent submitted be entitled to Shareholders for the purpose of electing Directorsdesignate such Nominee pursuant to Section 3.2. (c3) If For so long as a Party fails Shareholder Group has the right to deliver notice to the Company of a Director Designees at least 60 calendar days prior to the date of any Director Election Meeting, such Party shall be deemed to have designated the same Person previously designated by it that serves as the CMG Director designate one or Sponsor Director, as applicable, at such time. (d) The Company shall use its best efforts to cause the election of the Director Designee to the Board at each Directors Election Meeting, and shall otherwise support, recommend and endorse the election of the Director Designees (and include expression of such support, recommendation and endorsement in any management information circular prepared by the Company). The Company will notify Shareholders that if such Shareholder designates a representative of the Company as its proxyholder, such proxyholder will vote such Shareholders’ Shares of the Company in favor of the Director Designees. The Director Designees shall be nominated in accordance with Company’s Constating Documents or other policies determined from time to time by the Board for nominating directors. Without limiting the generality of the foregoingmore Nominees under Section 3.2, the Company shall Corporation shall: (ia) nominate for election and include in any management information circular circular, proxy statement and form of proxy relating to any a Director Election Meeting (or submit to Shareholders the shareholders of the Corporation by written consent, consent if applicable) each Director Designee nominated under Section 3.2, individual designated as Nominee of such Shareholder Group; (iib) recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to Shareholders for solicit proxies from the purpose of electing Directors) that the Shareholders vote to elect each such Director Designee as a Director for a term of office expiring at the subsequent annual meeting shareholders of the Shareholders, (iii) use reasonable commercial efforts to solicit, obtain proxies Corporation in favor favour of and otherwise support the election of the Nominees of such Director Designees Shareholder Group in a manner no less favorable than the manner in which the Corporation solicits proxies in favour of the election of other Nominees at the applicable Director Election Meeting, any such meting; and (ivc) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of any Shareholder Group under Article 3 (Governance Matters). (4) Notwithstanding anything in this Agreement to the Shareholders’ Representative and contrary, a failure by any Shareholder Group to designate any Nominee that it is entitled to designate pursuant to Section 3.2 at any time shall not restrict the Sponsorability of such Shareholder Group to (a) designate a Nominee to be appointed by the Board pursuant to Section 3.4(1), as applicable, under this Article 3or (b) designate any Nominee that it is entitled to designate pursuant to Section 3.2 at any future Director Election Meeting.