Director Designees definition
Examples of Director Designees in a sentence
The Company shall disclose in its proxy the nominated Director Designee(s).
The Company Group shall reimburse the Investor Director Designees for all reasonable and documented, out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any member of the Company Group, and any committees thereof, including reasonable travel, lodging and meal expenses, in accordance with the Company’s director reimbursement policies in effect from time to time.
The Company agrees that it shall not modify or amend Part 15 of the Articles in a manner that adversely affects the rights or protections afforded to the Investor Director Designees or the Investor thereunder without the prior written consent of the Investor.
Effective as of the Effective Time, the Company Director Designees to be appointed to the Parent Board pursuant to Section 2.6 shall have been so appointed.
The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designees.
Parent shall take all necessary and desirable actions within its control during the term of this Agreement to provide for the Parent Board of Directors to be comprised of seven (7) members and to enable the election to the Board of Directors of the Director Designees.
The Company shall enter into an indemnification agreement (collectively, the “Indemnification Agreements”), substantially in the form attached as Exhibit A hereto, with each of the Investor Director Designees.
Three of the Director Designees, shall meet the independence standards of the NYSE, in each case as may be applicable to the Combined Company as of the Effective Time.
If a timely Director Designation is not received from a Shareholder in advance of a meeting at which Directors are to be elected, then that Shareholder shall be deemed to have re-designated its incumbent Director Designees.
Each Shareholder shall use its respective best efforts to cause its Director Designees to vote in favor of the election of the Director Designees for election to the Statutory Audit Committee validly designated in accordance with this Section 2.2(e).