Second Director definition
Examples of Second Director in a sentence
The actual election of a requested Second Director, or expansion of the size of the Board, shall be subject to the discretion of the Board or the Company shareholders, as the case may be.
The person nominated shall be submitted by management for consideration by the Board, in the case of a replacement Director or Board expansion to accommodate the Second Director, or by the Company shareholders, in the case of an annual general meeting election; provided that management consents to the person selected, which consent shall not be unreasonably withheld.
Name Of Second Director or Secretary BLOCK LETTERS, [a director OR its secretary] Executed as a deed by ………………………………………..
All references to “Second Director,” for purposes of this Agreement, shall be deemed references to the Second Director Successor that replaced the applicable Second Director in the event that a Second Director Successor is appointed.
If the right of the Investor to nominate one or more Investor Directors terminates pursuant to the immediately preceding sentence, then (x) at the First Director Expiration Date, the Investor Director selected by the Investor, and (y) at the Second Director Expiration Date, each remaining Investor Director, shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect.
The Company shall take all necessary actions to promptly appoint such Second Director Successor to the Board and the applicable committee(s).
The Second Director shall be selected from a list of candidates prepared by the Company, and ▇▇▇▇▇▇ shall provide input by suggesting names of individuals for consideration as candidates (the “Second Director Process”).
Until the appointment or election of the Second Director and prior to the expiration of the Rights Period, the Company shall give the Investor notice of each meeting of the Board of Directors, at the same time and in the same manner as notice is given to the directors of the Board of Directors, and, except as set forth in Section 6.4, the Company shall permit one representative selected by the Investor (the “Observer”) to attend, as an observer, all meetings of the Board of Directors.
Until the Second Director Expiration Date, at each meeting of the Company’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Company shall, subject to the provisions of Section 5(a) and Section 5(c), nominate the Investor Director(s) designated by the Investor for election to the Board by the holders of voting capital stock and solicit proxies from the Company’s stockholders in favor of the election of Investor Directors.
The Second Director or any Successor Director that replaces the Second Director on the Board shall continue to serve on at least one committee of the Board for so long as he or she is serving as a member of the Board as an independent director and otherwise continues to satisfy the eligibility requirements of such committee that are in place as of the execution of this Agreement, unless otherwise agreed by ▇▇▇▇▇▇ in writing.