Replacement Nominee definition
Examples of Replacement Nominee in a sentence
Subject to Section 2.1(a), each Holder agrees that if it is then entitled to vote for the election of directors to the Board, it shall vote all of its Ordinary Shares and, if applicable, any other securities of the Company owned by it, or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee be elected to the Board.
Vitus shall provide ▇▇▇▇▇▇ with any additional information with respect to the Replacement Nominee that ▇▇▇▇▇▇ may reasonably request, including information that may be required for corporate or regulatory filings by ▇▇▇▇▇▇.
For the avoidance of doubt, nothing in the Director Criteria will make a GoldenTree Replacement Nominee ineligible to serve under the terms of this Agreement as a result of (i) being an employee, officer, director, partner or member of GoldenTree or any affiliate of GoldenTree (including any managed fund) or (ii) receiving compensation, expense reimbursement or indemnification or contribution from GoldenTree or any of its Affiliates in any of the foregoing capacities.
Any Replacement Nominee must satisfy the criteria set forth in clauses (i) and (ii) of Section 1(b) above and undergo a customary background check that does not identify criminal or ethical issues.
Promptly after the Nominating Committee has accepted a nominee in accordance with the terms herein, the Board shall take all necessary actions to appoint the GoldenTree Replacement Nominee as a director with a term expiring at the next annual meeting of stockholders at which directors are to be elected.