Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, DBSI and its Affiliates beneficially own fifteen percent (15%) or more (excluding any shares of Common Stock held by DBSI and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, DBSI shall have the right to designate a nominee (the “DBSI Nominee”) to serve on the Board of Directors of the Company; provided, however, such DBSI Nominee must be (i) “independent”, as defined within the meaning of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with DBSI or the Principal Additional Investor and (iii) approved by a majority of the members of the Board of Directors of the Company. The Board of Directors of the Company shall promptly appoint such DBSI Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed.
Board Appointment Rights. (a) At any point in time at which an Event of Default (as defined below) is occurring and for so long as it continues, or otherwise beginning on the sixth anniversary of the Closing Date for so long as any of the Preferred Units remain Outstanding (the “Initial Designation Period”), the Kxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Initial Director Appointment Right”) one director to the Board (such person, the “Initial Director”), subject to Section 2(d). Beginning on the seventh anniversary of the Closing Date and for so long as any of the Preferred Units remain Outstanding (together with the Initial Designation Period, the “Designation Periods”) the Kxxxxxx Entities hereby grant the holder(s) of all Outstanding Preferred Units, the option and right to appoint (the “Additional Director Appointment Right” and together with the Initial Director Appointment Right, the “Director Appointment Rights” and each individually, a “Director Appointment Right”) two additional directors to the Board (i.e., three directors to the Board in total) (such persons, the “Additional Directors” and together with the Initial Director, the “Preferred Directors” and each individually, a “Preferred Director”), subject to Section 2(d).
Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, Silver Point and its Affiliates beneficially own fifteen percent (15%) or more (excluding any shares of Common Stock held by Silver Point and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, Silver Point shall have the right to designate a nominee (the “Silver Point Nominee”) to serve on the Board of Directors of the Company; provided, however, such Silver Point Nominee must be (i) “independent”, as defined within the meaning of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with Silver Point or DBSI and (iii) approved by a majority of the members of the Board of Directors of the Company. The Board of Directors of the Company shall promptly appoint such Silver Point Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed.
Board Appointment Rights. Section 5.1 Certain Obligations of the Stockholders’ Committee 8 Section 5.2 APAM’s Obligations 10 Section 5.3 Board Observer 10
Board Appointment Rights. As a result of the purchase of Units under this Subscription Agreement, Subscriber will have the right to appoint four Governors to the Company’s Board of Governors under the Member Control Agreement, before giving effect to any additional units issued pursuant to the additional unit offer contemplated by paragraph 10.c. below. Subscriber agrees that, notwithstanding such right, Subscriber shall only appoint three Governors to the Board until the next annual or special member meeting of the Company, which meeting shall be held by August 31, 2011 or as soon as reasonably practicable after the SEC clears the proxy materials for such meeting. Further, Subscriber agrees that all appointed Governors shall meet and perform the Governor qualifications and duties and obligations under and in accordance with the Member Control Agreement. The Company agrees that the number of Governors serving on the Board immediately following the next annual or special member meeting shall be nine (9) Governors including appointed and elected Governors. The Company agrees to submit an amendment to the Member Control Agreement for approval at such next annual or special member meeting to establish the number of Governors including appointed and elected Governors serving on the Board at nine (9), provided such amendment shall maintain a Board appointment right of one Governor for every 9% of units held. Notwithstanding the foregoing appointment right or any provision in the Member Control Agreement to the contrary, Subscriber understands and agrees that Subscriber shall not be entitled to appoint a majority of the Governors to the 9-person Board unless Subscriber owns a majority of the units outstanding, and specifically Subscriber agrees that it shall not be entitled to appoint five (5) Governors if it holds 45% or more of the units outstanding (but less than a majority), provided the foregoing is subject to the terms and conditions of any subsequent subscription agreement to purchase units from the Company that the Company and Subscriber may enter into.
Board Appointment Rights. (a) Subject to the Listing Rules and the requirements of any waiver of the Listing Rules granted by NZX from time to time, for such time as the Manager is acting as manager pursuant to this Agreement, the Manager will be entitled, by notice in writing to the Company, to appoint up to two directors to the Board (and to substitute or remove such two directors by notice in writing to the Company). The Company will procure that its constitution expressly provides such right of appointment of Directors and the Company will use its best endeavours to obtain all necessary consents and waivers to maintain and give effect to the rights of the Manager under this clause 6.3(a).
Board Appointment Rights. Effective as of the Closing Date, the Board of Directors shall consist of five (5) members, four (4) of which shall be independent directors for Nasdaq corporate governance rule purposes. The Company shall appoint two (2) directors selected by Alpha (such persons, collectively the “Board Nominees”) to the Board of Directors, who shall serve as directors in the Company until the end of the first general meeting to take place following the lapse of two years from the Closing Date. On the Closing Date, the Company shall provide Alpha with evidence of the appointment of the Board Nominees by a copy of a resolution of the general meeting of the Company’s shareholders. The rights granted in this section can be terminated at any time by Alpha, upon written notice to the Company.
Board Appointment Rights. On the First Closing Date, the Company shall appoint two (2) directors selected by Alpha and on the Second Closing Date the Company shall appoint one (1) director selected by Alpha (such persons, collectively the “Board Appointees”) to the Board of Directors, who shall serve as directors in the Company at least until the end of the Company’s 2018 annual general meeting (unless determined otherwise by the general meeting of Company’s shareholders). On the First Closing Date and the Second Closing Date, the Company shall provide Alpha with evidence of the appointment of the Board Appointees by a copy of a resolution of the Board of Directors. The rights granted in this section can be terminated at any time by Alpha, upon written notice to the Company.
Board Appointment Rights. (i) The Holder Representative acting on behalf of the Holders of a majority of the outstanding shares of Preferred Stock shall have the exclusive right to appoint and elect two directors to the Board of Directors (each a “8.875% Redeemable Preferred Director”); provided that the individuals to be appointed to the Board of Directors by the Holders shall be reasonably acceptable to the Board of Directors (provided that the Board of Directors may not unreasonably withhold, condition or delay such consent) and such appointments shall be subject to each 8.875% Redeemable Preferred Director satisfying all requirements regarding service as a director of the Company under applicable Law or stock exchange rule regarding service as a director of the Company and under the Company’s charters, practices and policies including those relating to confidentiality and securities trading restrictions; provided, further that any senior professional of the GSO Funds or their Affiliates who satisfy all applicable laws and stock exchange rules regarding service as a director of the Company and independence shall automatically be deemed reasonably acceptable to the Board of Directors; provided, further, that if the Board of Directors rejects any nominee, the Holders can appoint another individual until such appointee is accepted to the Board of Directors in accordance with this Section 9(b)(i). To the extent the Holders of a majority of the then-outstanding shares of Preferred Stock have the right to appoint 8.875% Redeemable Preferred Directors pursuant to this Section 9(b)(i), the Company shall use commercially reasonably efforts to obtain all internal corporate approvals and authorizations with respect to the rights of the Holder Representative to elect such director(s) to the Board of Directors.
Board Appointment Rights. Concurrent with the Closing, the Board of Directors of the Purchaser shall (A) increase the number of members of the Board of Directors by one (1) and (B) appoint Xxxxxxx as a member of the Board of Directors of the Purchaser by the action of the Board of Directors of the Purchaser and without a shareholder vote. Thereafter, until the Board Appointment Termination Date (defined below), the Board of Directors of the Purchaser shall nominate Xxxxxxx for appointment to the Board of Directors of the Purchaser for approval by the Purchaser’s shareholders at each annual meeting of shareholders and recommend that the shareholders of the Purchaser appoint Xxxxxxx as a member of the Board of Directors. The “Board Appointment Termination Date” means the earlier of (a) Xxxxxxx’x death; (b) the date Xxxxxxx resigns as a member of the Board of Directors, and/or as an employee of the Purchaser; (c) the date Xxxxxxx’x employment is terminated for ‘Cause’ pursuant to the terms of, and as defined in, his employment agreement with the Purchaser (or any subsidiary); (d) the date that Xxxxxxx is disqualified as a member of the Board of Directors of the Purchaser due to any applicable rule of a stock exchange or NASDAQ; or (e) the date that the Board of Directors (or nominating committee) of the Purchaser, acting in good faith, determines that the nomination of Xxxxxxx as a member of the Purchaser’s Board of Directors would violate the fiduciary duties of such members of the Board of Directors (or such nominating committee).
