Nomination of Directors definition

Nomination of Directors. For so long as the Purchaser owns beneficially not less than fifteen percent (15%) of the Common Stock of the Company issued and outstanding on a fully diluted basis (assuming the exercise, exchange or other conversion of all securities exercisable, exchangeable or otherwise convertible into Common Stock), the Company covenants that: (a) the Company's Board of Directors shall consist of five (5) directors and the Company's by-laws will contain provisions indemnifying its directors to the fullest extent permitted under applicable law; (b) the Purchaser shall be entitled to nominate two (2) directors for election as a member of the Board of Directors of the Company at the annual meeting of stockholders or any other meeting at which (or as part of any other action by which) directors are elected, and the Company shall include such nominees in the slate of nominee directors recommended for election by the incumbent directors and management, consistent with Delaware law; and (c) if elected to the Board of Directors, at least one of the Purchaser's designees shall be appointed to each of the committees established or maintained by the Board of Directors, to the extent permissible by applicable law."

Examples of Nomination of Directors in a sentence

  • Nomination of Directors The Board has responsibility for identifying potential Board candidates.

  • Nomination of Directors The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

  • Nomination of Directors The Board of Directors has not formed a nominating committee or similar committee to assist the Board of Directors with the nomination of directors for the Company.

  • Nomination of Directors The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience.

  • Nomination of Directors The Company does not have a stand-alone nomination committee.

  • Nomination of Directors The recruitment of new directors has generally resulted from recommendations made by directors and shareholders.

  • Nomination of Directors The Board determines new nominees to the Board, although a formal process has not been adopted.

  • Nomination of Directors Both the directors and management are responsible for selecting nominees for election to the board of directors.

  • Nomination of Directors The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience.

  • Nomination of Directors The Board as a whole is responsible for identifying and evaluating qualified candidates for nomination to the Board.

Related to Nomination of Directors

  • Resolution of Directors means either:

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

  • Company Board of Directors means the board of directors of the Company.

  • entire Board of Directors means the total number of directors which the Corporation would have if there were no vacancies.

  • Termination of Directorship means the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

  • Directors means the directors for the time being of the Company.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Board of Directors means the board of directors of the Company.

  • special meeting of shareholders means a meeting of any particular class or classes of shareholders and a meeting of all shareholders entitled to vote at any annual meeting of shareholders at which special business is to be transacted.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Board of Director or “Board” means the Board of Directors of Omaxe Limited, as constituted from time to time.

  • Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • the Directors means save as otherwise defined at Article 6.9 the directors of the Company (and “Director” means any one of those directors);

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 140;

  • Preferred Directors means the Series A Directors and the Series B Directors.

  • Series A Directors means the directors of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Certificate of Incorporation.

  • meeting of shareholders means such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager or any Person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” in accordance with the REIT’s Governing Instruments and policies and, if applicable, the rules of any national securities exchange on which the REIT’s common stock is listed.

  • Investor Directors has the meaning set forth in Section 3.1(a).

  • Executive Committee means the executive committee of the Association as referred to in clause 14.1.1.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.