Director Nomination. During the Term, NHSc shall be entitled to designate one (1) nominee to serve as a director on Aimmune’s Board of Directors, which initial designee shall be Xxxx Xxxxx. For so long as NHSc has the right to nominate a director pursuant to this Section 7.3, in the event of Xx. Xxxxx’x resignation, removal or death (or a replacement designee’s resignation, removal or death), NHSc shall be entitled to designate a replacement designee, subject to the reasonable approval of Aimmune’s Board of Directors or an applicable committee thereof. Aimmune covenants and agrees that, for so long as NHSc has the right set forth in this Section 7.3, it shall nominate NHSc’s designee for election by its stockholders at each Annual Stockholder Meeting or Special Meeting of Stockholders in which the class of directors for which NHSc’s designee is appointed is considered by the stockholders for election. In connection with Xx. Xxxxx’x initial appointment to Aimmune’s Board of Directors (or, if applicable, a replacement designee’s appointment to Aimmune’s Board of Directors), Aimmune shall enter into an indemnification agreement with Xx. Xxxxx (or, if applicable, the replacement designee), which indemnification agreement shall be in the form of and with terms previously approved by Aimmune’s Board of Directors. The rights set forth in this Section 7.3 shall terminate upon the earlier of (a) the expiration of the Term and (b) such time as NHSc or its Affiliates hold less than ten percent (10%) of the shares of Aimmune’s outstanding Common Stock.
Director Nomination. Within two (2) business days of the consummation of the Exchange Offer, the Company shall hold a special meeting of its Board and the Board shall elect as a director of the Company at such meeting a suitably qualified (as reasonably determined by the Noteholder) individual designated in writing by the Noteholder not later than one week before the initially scheduled expiration date of the Exchange Offer on the condition that at least 58% of the outstanding Convert Notes (i.e., $56,260,000 in principal amount) are acquired in the Exchange Offer.
Director Nomination. So long as Buyers collectively own at least such amount of Securities equivalent to 60% of the Purchased Shares, the Buyers shall be entitled to nominate one director to stand for election to the Company’s Board of Directors. The Buyers irrevocably appoint Mr. Aviv Raiz as their initial attorney-in-fact to send and receive notices pertaining to this nomination right. The Company will provide written notice to Xx. Xxxx of the date of any shareholders meeting at which all of the Company’s Board members stand for election/reelection, and Xx. Xxxx, within seven days of receipt of the notice, will be entitled to notify the Company in writing of a nominee to be included in the Company’s proxy to shareholders. Provided that Xx. Xxxx includes in his notice a summary description of the nominee’s background in a form reasonably required by the Company, such nominee is qualified to serve on the Company’s Board of Directors, there are no legal prohibitions on the nominee’s appointment to the Company’s Board of Directors, and the appointment would not create any conflicts of interest or otherwise prejudice the Company, the Company will include such nominee in the Company’s proxy statement to shareholders. In the event that Xx. Xxxx fails to respond to the Company’s notice within the stated seven-day period, or the nominee does not satisfy the above requirements, the Buyer’s right of nomination hereunder will be deemed to have been irrevocably waived only with respect to the particular meeting.
Director Nomination. (a) The Buyer agrees that at the 2017 annual meeting of its stockholders, the Buyer’s Board of Directors will (i) nominate Sacramone as a member of the Board of Directors of the Buyer, and (ii) cause all proxies received by the Buyer to be voted in the manner specified in such proxies. The Buyer shall use its reasonable best efforts to ensure that Sacramone is elected to the Buyer’s Board of Directors at the 2017 annual meeting of its stockholders.
Director Nomination. 3.1. Upon the closing of the Stock Purchase Agreement, the Board shall increase the number of Directors constituting the Board by one to create vacancy, pursuant to the By-Laws. The Board shall appoint one Director, nominated by the Seller and reasonably satisfactory to the Buyer (such person, or any successor thereto nominated by Seller and reasonably satisfactory to the Buyer, the “Nominee”), to fill the vacancy on the Board so created, to serve until the next annual meeting of Shareholders or until his successor is duly elected and qualified or his earlier death, resignation or removal in accordance with the By-Laws.
Director Nomination. Contemporaneously with Closing, and subject to the satisfaction of the fiduciary duties of the board of directors of Spirit and all other legal and regulatory requirements regarding service and election or appointment as a director of Spirit, Spirit shall appoint Xx. Xxxxxxx X. Nix as a director of Spirit in Class III, and at the 2019 annual meeting of shareholders, Spirit shall nominate him, or cause him to be nominated, as a Class III director, and, subject to the reasonable satisfaction of the fiduciary duties of the board of directors of Spirit and all other legal and regulatory requirements regarding service and election or appointment as a director of Spirit, use Commercially Reasonable Efforts to ensure that Xx. Xxxxxxx X. Nix is elected at such annual meeting.
Director Nomination. During the term of this Agreement and so long as the Employee is employed by the Company, the Board of Directors of the Company shall designate and nominate the Employee as a director of the Company and, if elected by the stockholders of the Company, the Employee shall accept such position and diligently perform the duties arising from such position. The Board of Directors of the Company will use its best efforts to cause the Employee to be elected as a director and Chairman of the Board of Directors after such nomination in accordance with this Section 1(B).
Director Nomination. 16 SECTION 4.4 Indemnity..................................................16 ARTICLE V MISCELLANEOUS
Director Nomination. At the time that no Series A Preference Shares remain outstanding, the Issuer agrees to (x) nominate for election as a director at annual meetings for election of directors a person chosen by the holders of a majority of the Series A Common Shares then held by the parties hereto, other than the Issuer, (y) include such person on the slate of directors proposed by the Issuer for election at such meetings and (z) appoint such person as a director until the annual meeting next to occur; PROVIDED that the rights under this Section 4.3 shall expire at the time the parties hereto, other than the Issuer, hold fewer than 5% of the aggregate Series A Common Shares.
Director Nomination. Xxxxxxx XxxXxxxxxx shall have entered into an agreement, in form acceptable to CHYU, which agreement shall provide that for a period limited to the earlier of 24 months or 6 months after CHYU or the Company has raised a minimum of $5,000,000 USD from the Closing Date, or has achieved an EBITDA of $1,000,000, (i) he will, at any time that directors are to be elected, use his best efforts to cause the Board of Directors to nominate and recommend Xxx Xxxxxx to all stockholders of CHYU as a proposed member of the Board of Directors, and (ii) he shall in his capacity as a stockholder of CHYU or cause any stockholder in which he is an Affiliate, at any time directors are to be elected, vote in favor of the election of Xxx Xxxxxx as a member of the Board of Directors.
