Right to Nominate Sample Clauses

Right to Nominate. Pursuant to Section 7.6 of the Stock Purchase Agreement, from and after the closing of the transactions contemplated by the Stock Purchase Agreement (the “Closing”), for so long as the Investor (alone or together with its Affiliates) beneficially owns (as determined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) at least 50% of the Shares acquired by the Investor at the Closing, among other things: (i) the Investor, together with its Permitted Transferees, shall have the right to designate a person (the “Investor Designee”) to serve as a director on the Board, and the Company shall nominate and use its best efforts to have the Investor Designee elected to the Board; (ii) for so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq Stock Market, Inc., the Investor Designee shall be entitled to serve as a member of each of the committees of the Board, except for any committee formed to consider a transaction between the Company and the Investor (or any of its Affiliates); (iii) any vacancy in the position of an Investor Designee shall only be filled with another designee designated by the Investor or its Permitted Transferees in accordance with the terms of Section 7.6 of the Stock Purchase Agreement; and (iv) any vacancy created by any removal of an Investor Designee shall also only be filled at the direction of the Investor or its Permitted Transferees. The Company’s proxy statement for the election of directors shall include the Investor Designee and the recommendation of the Board in favor of election of the Investor Designee.
Sample 1
AutoNDA by SimpleDocs
Right to Nominate. Agent Is authorized to nominate for above contracts on behalf of the Contract Holder quantities of gas up to the Maximum Receipt Quantity per contract. Access to all applicable nomination reports Is provided to Agent.
Sample 1
Right to Nominate. The Shareholder shall be entitled to nominate one Qualified Person to serve as the Shareholder’s Director on the Board of the Company, all as set forth in this Article 2.
Sample 1
Right to Nominate. The Principal Investor shall have the right at any time to designate the person to be appointed the Chief Executive Officer of the Company, and the Company shall promptly appoint the Investor’s designee to such position.
Sample 1
Right to Nominate. The right to nominate the Chairman depends upon the point in time during the term of this Contract and upon the Beneficial Interest held by each Party as set out more fully below:
Sample 1
Right to Nominate. The right to nominate the General Manager and the Deputy General Manager depends upon the point in time during the term of this Contract and upon the Beneficial Interest held by each Party as set out more fully below:
Sample 1
Right to Nominate. The Purchaser shall be entitled to nominate, by notice in writing to the Seller at any time up to 10 Business Days prior to Closing or, as the case may be, Subsequent Transfer, one or more members of the Purchaser’s Group as the relevant purchaser(s) of the Norway Shares or the Nigeria Shares or any Group Business, as the case may be. To the extent no such person is nominated within such timeframe in relation to any Shares or any Group Business, as the case may be, the party listed in the relevant part of the Steps Plan (or if no such party is listed, the Purchaser) shall be the relevant purchaser in relation to those Shares or that Group Business, as the case may be.
Sample 1
AutoNDA by SimpleDocs

Related to Right to Nominate

  • Right to Monitor and Participate An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

  • Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.

  • Right to Organize Teachers shall have the right to self-organization for mutual protection, to form, join or assist the organization or refrain from such activity, and to bargain collectively through representatives of their own choosing.

  • Right to Object Any Person who has not requested exclusion from the Settlement Class and who objects to the settlement may appear in person or through counsel, at that Person’s own expense, at the Fairness Hearing to present any evidence or argument that the Court deems proper and relevant. However, no such Person shall be heard, and no papers, briefs, pleadings, or other Documents submitted by any such Person shall be received and considered by the Court, unless such Person properly submits a written objection that includes: (a) a notice of intention to appear; (b) proof of membership in the Settlement Class; and (c) the specific grounds for the objection and any reasons why such Person desires to appear and be heard, as well as all Documents or writings that such Person desires the Court to consider. Such a written objection must be both filed with the Court no later than thirty (30) days prior to the date set for the Fairness Hearing and mailed to Settlement Class Counsel and Settling Defendants’ Counsel at the addresses provided in the Class Notice and postmarked (or mailed by overnight delivery) no later than thirty (30) days prior to the date of the Fairness Hearing. Any Person who fails to object in the manner prescribed herein shall be deemed to have waived its objections and will forever be barred from making any such objections in the Actions or in any other action or proceeding, unless otherwise excused for good cause shown as determined by the Court.

  • Right to Join Employees shall have the right to form and join labor or employee organizations, and shall have the right not to form and join such organizations. Employees in an appropriate unit shall have the right by secret ballot to designate an exclusive representative for the purpose of negotiating grievance procedures and the terms and conditions of employment for employees of such unit with the School Board.

  • Right to Grieve Where an employee feels that she has been aggrieved by a decision of the Employer related to promotion, demotion or transfer, the employee may grieve the decision at Step 3 of the grievance procedure in Article 9 of this Agreement within seven (7) days of being notified of the results.

  • Right to Defend Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

  • Right to Review After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:

  • Right to Respond Employees will be given a copy of any and all material that may be used against them in a disciplinary action at the time that it is placed in the file. Explanatory rebuttal statements can be attached to the material housed in the file provided such statement is made within ten (10) working days after the employee receives the material. Any reference to allegations that are investigated and determined to be unfounded shall be removed from an employee’s file.

  • Right to Reject Notwithstanding Buyer’s rights pursuant to Sec. 8.5 and save other rights pursuant to this Order, Buyer may reject any goods within 2 months from the delivery if they are materially defective and in Buyer’s reasonable assessment do not allow a commercially reasonable use. In that case, no payments for these goods are due.

Time is Money Join Law Insider Premium to draft better contracts faster.