Nominating Holder definition
Examples of Nominating Holder in a sentence
In the event that any Holder Nominee shall cease to serve as a Director for any reason other than the fact that the Nominating Holder no longer has a right to nominate a Director, as provided in Section 2.2(a), the vacancy resulting thereby shall be filled by a Holder Nominee designated by the Nominating Holder which nominated the vacating Director; provided, however, that any Holder Nominee so designated shall satisfy the qualification requirements set forth in Section 2.2(b).
In any such case, such Nominating Holder shall not be entitled to fill such vacancy in the Board pursuant to Section 2.2(e).
If the Company reasonably determines that the nomination or election of an individual identified by a Nominating Holder would violate the listing rules of Nasdaq or the rules and regulations of the SEC, it shall promptly notify the applicable Nominating Holder and such Nominating Holder may identify a replacement for such individual.
Unless otherwise increased by a majority of the Holders of the issued and outstanding Securities in accordance with the DGCL, the Board shall consist of nine (9) directors, five being appointed by the HMTF Group, two being appointed by the BSMB Group, one being appointed by the Trust (each of HMTF Group, BSMB Group and the Trust, a "Nominating Holder," and each such director so appointed, a "Party Designee") and one of whom shall be the chief executive officer of the Company.
If the number of Nominees pursuant to this Section 14 for any Annual Meeting exceeds the Maximum Number, then the highest ranking Nominee who meets the requirements of this Section 14 from each Nominating Holder will be selected for inclusion in the Corporation’s proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the shares of common stock of the Corporation disclosed as owned in each Nominating Shareholder’s Nomination Notice.
If, prior to his or her election to the Board pursuant to Section 2.1.1 hereof, any Party Designee shall be unable or unwilling to serve as a director of the Company, the respective Nominating Holder appointing such Party Designee shall be entitled to nominate a replacement who shall then be a Party Designee for purposes of this Section 2.
Subject to Section 2.3 (a) and (d), in the event that any Holder Nominee shall cease to serve as a Director, the vacancy resulting thereby shall be filled by a Holder Nominee designated by the Nominating Holder which nominated the vacating Director; provided, however, that any Holder Nominee so designated shall satisfy the qualification requirements set forth in Section 2.2(b).
In the event that any Holder Nominee shall cease to --------- serve as a Director for any reason other than the fact that the Nominating Holder no longer has a right to nominate a Director, as provided in Section 2.2(a), the vacancy resulting thereby shall be filled by a Holder Nominee designated by the Nominating Holder which nominated the vacating Director; provided, however, that any Holder Nominee so designated shall satisfy the -------- ------- qualification requirements set forth in Section 2.2(b).
For purposes of this Agreement, “Shareholder Representative” means any person designated by a Nominating Holder to be elected or appointed to the Board in accordance with this Agreement, or his or her replacement designated in accordance with Section 1.2, provided, that such person’s service as a director must not be prohibited by Law.
For purposes of this Agreement, "Shareholder Representative" means any person designated by a Nominating Holder to be elected or appointed to the Board in accordance with this Agreement, or his or her replacement designated in accordance with Section 1.2, provided, that such person's service as a director must not be prohibited by Law.