Shareholder Designee Sample Clauses
The Shareholder Designee clause establishes the right of a specific shareholder or group of shareholders to appoint one or more individuals to serve on the company's board of directors or similar governing body. In practice, this clause typically applies to major investors or stakeholders, granting them the authority to nominate or designate a representative who will participate in board meetings and decision-making processes. Its core function is to ensure that significant shareholders have direct input into the company's governance, thereby protecting their interests and providing them with oversight over key corporate actions.
Shareholder Designee. Shareholder Designee" shall mean a person designated for election to the Board of Directors by Shareholder as provided in Section 3.2.
Shareholder Designee. (a) Effective as of the later of (i) the Closing Date and (ii) the HSR Clearance Date, the Board of Directors shall appoint to the Board of Directors one (1) director designated by the Shareholder (the “Shareholder Designee”). Thereafter, during the Nomination Period, the Shareholder shall have the right to nominate for election to the Board of Directors one (1) Shareholder Designee.
(b) During the Designee Period and following the HSR Clearance Date, in the event of the death, disability, resignation or removal of the Shareholder Designee, Parent shall cause, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of the New York Stock Exchange or other securities exchange on which the Common Stock is listed for trading and any applicable provisions of any network security agreement between Parent, Shareholder and any Governmental Entity (provided, that in the event that Parent is unable to nominate an individual identified by the Shareholder, Parent shall so inform the Shareholder and the Shareholder shall be entitled to designate a different individual within five (5) Business Days of receipt of such notice), the prompt election to the Board of Directors a replacement director designated by the Shareholder to fill the resulting vacancy, and such individual shall then be deemed the Shareholder Designee for all purposes under this Agreement.
(c) Shareholder acknowledges that Parent has corporate governance guidelines in effect which would apply to all of Parent’s directors including the Shareholder Designee, and such guidelines shall not apply to Shareholder or affect in any way Shareholder’s rights under this Agreement.
(d) During the Nomination Period and following the HSR Clearance Date, the Parent shall provide notification in writing of the anticipated filing date of definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC for an annual general meeting or any special meeting at which directors are elected, of the applicable year, and Shareholder shall be required to identify in writing its proposed Shareholder Designee at least 30 calendar days prior to such date of anticipated filing of the definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC, as well as submit completed director and officer questionnaires provided by Parent within a reasonable period of time of receipt of such questionnaires from Pare...
Shareholder Designee. “Shareholder Designee” means any member of the Board who has been designated by the Direct Shareholder pursuant to this Agreement.
Shareholder Designee. [Intentionally deleted]
Shareholder Designee. So long as Shareholder owns an aggregate of 1% of the Company’s outstanding capital stock, Shareholder shall have the right (1) to designate one Director (the “Shareholder Designee”) who (subject to the Director meeting the requirements of any regulation or stock market or exchange rule applicable to the Company or the Company’s common stock) shall serve on the Nominating, Compensation and Audit Committees of the Company’s Board of Directors (or any committee performing a similar function); (2) to remove the Shareholder Designee with or without cause and to designate a new member to the Board in the place of the Shareholder Designee removed designees place; and (3) to appoint a replacement in the event the Shareholder Designee resigns. The Company agrees to (i) within one two business days of the Shareholder giving the Company notice of the name, address and general business background of the Shareholder Designee, call a special meeting of the Board to held not less that the business day following such call and enlarge the number of members constituting the entire board by one and fill the vacancy created thereby by appointing the Shareholder Designee as a director of the Company; and thereafter (ii) take “all reasonable action” (defined below) to elect the Shareholder Designee to Board of Directors during the term of this Agreement In the event, at the time of any prospective action, no member of the board of Directors is the Shareholder Designee, the Consultant shall be deemed to serve in such capacity.