Nomination Rights Sample Clauses

Nomination Rights. Section 2.1 Board of Directors 5 Section 2.2 Board Nomination Rights 5 Section 2.3 Board Committees 6 Section 2.4 Board Nomination Procedure 6 Section 2.5 Reserved 7 Section 2.6 Resignation, Death, Incapacity or Disqualification of Director 7 Section 2.7 Director Compensation 8 Section 2.8 Chair of the Board 8 Section 2.9 Lead Director 8 Section 2.10 Permitted Disclosure 8
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Nomination Rights. To the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the Company agrees that, unless otherwise agreed to by the SLP Stockholders, the SLP Stockholders shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the aggregate number of nominees of the SLP Stockholders serving on the Board will equal the product of the following (such individuals, the “SLP Director Nominees”): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon; provided, however, that in the event the MD Stockholders and the SLP Stockholders in the aggregate beneficially own more than 70% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company, then the SLP Stockholders shall have the right to nominate such number of SLP Director Nominees equal to the product of (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon excluding any director serving on the audit committee of the Board; provided, further, that the SLP Stockholders may at any time and from time to time waive the foregoing proviso in whole, but not in part. Any product obtained pursuant to the calculations in the immediately foregoing sentence shall be rounded up to the nearest whole number of directors. Notwithstanding the foregoing, the SLP Stockholders (for so long as the SLP Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board. The Board at the Closing shall consist of Xxxxxxx X. Dell, Xxxxx X. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx (the “Initial Directors”). Mr. Durban is the “SLP Director Nominee,” and none of the other Initial Directors is a SLP Director Nominee.
Nomination Rights. (a) Subject to Section 3.1(b) below, the Board (or a duly authorized committee thereof) shall continue to include JSE or, subject to Section 3.1(c) below, his designee as a nominee in its slate of directors for election by the REIT’s stockholders at each of the ten (10) succeeding annual meetings following the Closing (or at each special meeting of the REIT’s stockholders called for the purpose of electing directors of the REIT during such time period), and at any adjournment or postponement thereof. The REIT agrees to use its reasonably best efforts to solicit the vote of stockholders of the REIT to elect JSE or, subject to Section 3.1(c) below, his designee to the Board (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the REIT to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the REIT vote in favor of nominating JSE or, subject to Section 3.1(c) below, his designee to the Board).
Nomination Rights. During the period beginning on the Closing Date and until the Board Trigger Date (the “Nominating Period”), the Lender shall have the right to designate by notice in writing to the Company, in its sole discretion, two (2) individuals, and replacements for such individuals, if applicable, to serve on the Company’s Board of Directors (“Appointee Director”); provided, that at least one such designated individual shall be required to qualify as an “independent director” under Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2). During the Nominating Period, the Lender shall have the right to appoint an Appointee Director to each committee of the Company’s Board of Directors, subject always to such appointments complying with all applicable rules, regulations, requirements and guidance of the Nasdaq and/or the SEC and any other legal or regulatory rules, guidance or requirements applying to the Company or such individuals from time to time. The Company undertakes to appoint such Appointee Directors promptly upon receiving notice from the Lender (and in any event within 5 Business Days of such receipt). In accordance with the Company’s Articles of Association, each Appointee Director shall be required to be approved as a director of the Company at the first general meeting following the appointment of such Appointee Director by the Board of Directors pursuant to this subsection 4.3. Save as otherwise provided for in this Agreement, the Company agrees that each Appointee Director shall be entitled to serve a three-year term following their approval by the shareholders of the Company at the first general meeting following their appointment by the Board of Directors. For the avoidance of doubt, in the event that the shareholders of the Company do not so approve the appointment of an Appointee Director, the Lender shall be entitled to re-appoint such Appointee Director (or a replacement for them) and the Company undertakes to appoint any such person so designated in accordance with the terms of this subsection 4.3. The appointment of any Appointee Director shall: (i) be conditional upon each nominated individual satisfying all legal and/or regulatory requirements and qualifications to serve as a director of the Company and satisfying all necessary background checks and identity verification procedures (the “Director Check Procedures”); (ii) take effect upon completion of the Director Check Procedures to the Company’s satisfaction (acting reasonably, in good faith, and wi...
Nomination Rights. The Series A Purchasers shall have the right to nominate candidates for any management position of the Company senior than Vice President.
Nomination Rights. In the event of the death or permanent mental disability of an Original Stockholder, the holders of shares of Voting Stock which were owned by such Original Stockholder on the date of the Original Agreement shall make such nomination(s) for the position of director of the Company as would otherwise have been made by such Original Stockholder under the terms of the Original Agreement. If such holders cannot agree on the person(s) to be nominated, then the nominee(s) shall be the person(s) elected by the majority vote of such holders at a meeting convened upon ten (10) days written notice by any such holder. All such holders shall vote for the person(s) so nominated. In any such election by such holders for purposes of nominating person(s) to be director, each such holder shall have one vote in respect of each of his shares of Voting Stock and shall be entitled to cast his votes for or against each candidate in such election to determine nominees.
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Nomination Rights. Subject to compliance by the Investor Nominees with Section 1(b) above, the Company agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Delaware law), to include in the slate of nominees recommended by the Board (or the Nominating and Corporate Governance Committee of the Board) for election at the Company’s 2017 annual meeting of stockholders (including any adjournment thereof, the “2017 Annual Meeting”), the Investor Nominees, and to nominate, recommend and use its reasonable best efforts to solicit the vote of stockholders of the Company to elect to the Board such slate of directors (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting and the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Investor Nominee(s)).
Nomination Rights. (a) Subject to the nomination of the persons who will serve as the initial Board on the Effective Date pursuant to the Merger Agreement and Section 2.1(d) hereof, each of (i) Bain, (ii) Barclays, (iii) GTAM and (iv) Marathon and Archview, with Marathon and Archview acting together solely for purposes of exercising Nomination Rights and related rights pursuant to this ARTICLE II but all of such Shareholders otherwise acting separately, shall have the right (each, a “Nomination Right”) to nominate one director to the Board (a “Shareholder Nominee”) until the occurrence of a Nomination Right Termination Event with respect to such Shareholder’s Nomination Right. If a Nomination Right Termination Event has occurred at a time when a Shareholder Nominee nominated pursuant to the Nomination Right is serving on the Board, the affected Shareholder shall cause such Shareholder Nominee to offer his or her resignation to the Board at least 60 days prior to the expected date of the Company’s next meeting of shareholders called for the purpose of electing directors, which resignation may be effective as of the date of the shareholder meeting. Notwithstanding the foregoing, the Board (or a committee thereof) may, in its sole discretion, recommend for nomination any Shareholder Nominee that has tendered his or her resignation in accordance with this Section 2.1(a).
Nomination Rights. The following provisions shall apply during the Special Voting Period and in each case to the extent permitted by applicable law and by applicable rules and listing standards of the principal securities exchange or market on which the Common Stock is listed or approved for trading: Prior to each annual meeting of stockholders of the Company during the Special Voting Period, the Wachovia Stockholders and, if they fail to do so, the Group B Subcommittee will, subject to the procedures and qualification requirements set forth in this Agreement, have the right to designate nominees for directors to be elected by the stockholders at such annual meeting as follows:
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