Director Nomination Agreement definition

Director Nomination Agreement means the amended and restated director nomination agreement entered into between the Company and ARC Funds in May 2015, as amended and restated March 2016, enabling them to designate (a) a total of three (3) additional persons to be nominated for election to Largo's Board for election by Largo shareholders for so long as the ARC Funds, whether individually or together, own at least 50% of the issued and outstanding Common Shares, (b) a total of two (2) additional persons to be nominated for election to Largo's Board for election by Largo shareholders for so long as the ARC Funds, whether individually or together, own less than 50% but not less than 40% of the issued and outstanding Common Shares, and (c) a total of one (1) additional person to be nominated for election to Largo's Board for election by Largo shareholders, for so long as the ARC Funds, whether individually or together, own less than 40% but not less than 20% of the issued and outstanding Common Shares. These nomination rights are supplemented the ARC Funds' existing right to nominate one (1) director to the Board under the Governance Agreement.

Director Nomination Agreement has the meaning specified in Section 9.02(e).

Director Nomination Agreement has the meaning specified in the Recitals hereto.

Examples of Director Nomination Agreement in a sentence

• Third Party Director Nomination Rights: To fill vacancies on the Board in accordance with any stockholders agreement (as such may be amended from time to time) governing the composition of the Board or the Company’s committees (including the Compensation and Nomination Committee) that exists, including the Director Nomination Agreement.

• Subject to the Director Nomination Agreement, the Board shall elect one of its members to be Chairperson of the Board by a majority of the directors then in office.

• Subject to the Certificate of Incorporation and the Director Nomination Agreement, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board.

• As a result of the execution of the Fosun Director Nomination Agreement, Vivo Director Nomination Agreement, Irrevocable Proxies, and Director Support Letter Agreements, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13 (d)( 3 ) of the Exchange Act with NFPH, Vivo LP and Fosun with respect to the election of directors of the Issuer as described in Item 4 of this Amendment No .

• For so long as the Amended and Restated Shareholders Agreement, dated as of January 14, 2019, entered into among Camelot Holdings (Jersey) Limited, the Company, the Onex Shareholders (as defined therein) and the Baring Shareholders (as defined therein) and the Director Nomination Agreement, dated as of May 13, 2019, entered into between the Company and Jerre Stead are in effect, this Charter will be interpreted to be consistent with such agreements.

More Definitions of Director Nomination Agreement

Director Nomination Agreement means, the director nomination agreement, to be entered into at Closing, substantially in the form attached hereto as Exhibit B.

Director Nomination Agreement means the director nomination agreement to be entered into at the Closing by the Sponsor and the Company providing the Sponsor certain director nomination rights, such as having the right to appoint or nominate for election to the Board, as applicable, three individuals, to serve as directors of the Company, substantially in the form attached to this proxy statement as Annex L.

Director Nomination Agreement means the Director Nomination Agreement, dated as of [•], 2022, by and among the Corporation, the Continuing Founder LP and the other Persons who may become parties thereto from time to time, as the same may be amended, restated, supplemented and/or otherwise modified, from time to time.

Director Nomination Agreement means the director nomination agreement entered into by the Company and certain of its stockholders on June 22, 2012.

Director Nomination Agreement means that certain Director Nomination Agreement, dated 29 June 2017, by and among Cision Owner, the Company and the other parties thereto.

Director Nomination Agreement means that certain Director Nomination Agreement, effective as of May 25, 2018, by and among the Company, certain of the Purchasers, and certain of the Purchasers’ Affiliates party thereto.

Director Nomination Agreement means the Director Nomination Agreement, dated as of the date hereof, by and among the Corporation, Amber GT Parent and ARYA Sponsor.