Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following: (a) Investor shall, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings; (b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Securities Laws; (c) the Investor Nominee shall be subject to corporate Law requirements and policies applicable to directors of the Corporation; (d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee; and (e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation.
Appears in 4 contracts
Sources: Investor Rights Agreement (Lithium Americas Corp.), Investor Rights Agreement (Lithium Americas Corp.), Investment Agreement (Lithium Americas Corp.)
Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “"Investor Nominee”") for election to the Board in accordance with the following:
(a) Investor shall, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Securities Laws;
(c) the Investor Nominee shall be subject to corporate Law requirements and policies applicable to directors of the Corporation;
(d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee; and
(e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s 's death, disability, resignation or removal, the Investor shall be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation.
Appears in 3 contracts
Sources: Master Purchase Agreement (1397468 B.C. Ltd.), Investor Rights Agreement (1397468 B.C. Ltd.), Investor Rights Agreement (Lithium Americas Corp.)
Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following:
(a) Investor shall, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Canadian Securities Laws;
(c) the Investor Nominee shall be subject to corporate Law law requirements and policies applicable to directors of the Corporation;
(d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) five Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee; and
(e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation.
Appears in 2 contracts
Sources: Investor Rights Agreement (Lithium Americas Corp.), Investor Rights Agreement (Lithium Americas Corp.)
Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following:
(a) Investor shallwill, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee investor on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Canadian Securities Laws;
(c) the Investor Nominee shall will be subject to corporate Law law requirements and policies applicable to directors of the Corporation;
(d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) five Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall will be deemed to have nominated its incumbent nominee; and
(e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall will be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation.
Appears in 1 contract
Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following:
(a) Investor shall, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Canadian Securities Laws;
(c) the Investor Nominee shall be subject to corporate Law law requirements and policies applicable to directors of the Corporation;
(d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) five Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee; and;
(e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation; and
(f) the first Investor Nominee shall be appointed to the Board on the date of this Agreement.
Appears in 1 contract
Representation Right. Subject Investor shall comply with the following requirements in connection with any Investor Nominee that Investor is entitled to designate pursuant to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following:
(a) Investor shall, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a2.3(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee on the management slate for the next election of directors of the Corporation Directors and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director Director pursuant to the Act and Applicable Securities Laws;
(c) the Investor Nominee must consent in writing to act as a Director;
(d) the Investor Nominee shall be subject to corporate Law requirements and policies applicable to directors of the CorporationDirectors;
(de) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation Directors are to be elected at least fifteen 15 Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) 10 Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee; and
(ef) in the event that any Investor Nominee shall cease to serve as a director of the CorporationDirector, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation.
Appears in 1 contract
Sources: Subscription Agreement (Nouveau Monde Graphite Inc.)
Representation Right. Subject to Section 2.1, the Investor shall be entitled (but not obligated) to designate one nominee (an “Investor Nominee”) for election to the Board in accordance with the following:
(a) Investor shallwill, from time to time, provide notice to the Corporation of its Investor Nominee, as well as such other information as may be reasonably requested by the Corporation to effect the appointment as set out in this Section 2.2(a), and the Corporation shall thereafter take all steps as may be necessary to include the Investor Nominee investor on the management slate for the next election of directors of the Corporation and shall solicit proxies in favour of the election of such Investor Nominee at such meetings;
(b) the Investor Nominee must be duly qualified to serve as a director pursuant to the Act and Applicable Canadian Securities Laws;
(c) the Investor Nominee shall will be subject to corporate Law law requirements and policies applicable to directors of the Corporation;
(d) in connection with the election of an Investor Nominee, the Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purposes of any meeting of shareholders at which directors of the Corporation are to be elected at least fifteen Business Days prior to such mailing date and the Investor shall advise the Corporation of its Investor Nominee at least ten (10) five Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of any Investor Nominee prior to such deadline, then the Investor shall will be deemed to have nominated its incumbent nominee; and;
(e) in the event that any Investor Nominee shall cease to serve as a director of the Corporation, whether due to such Investor Nominee’s death, disability, resignation or removal, the Investor shall will be entitled (but not obligated) to designate a replacement Investor Nominee to fill the vacancy created by such death, disability, resignation or removal and the Corporation shall take all reasonable steps as may be necessary to nominate and recommend the appointment of the Investor Nominee to the Board of the Corporation after receiving notice of such designation; and
(f) the first Investor Nominee shall be appointed to the Board on the date of this Agreement.
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