Nomination Rights. Section 2.1 Board of Directors 5 Section 2.2 Board Nomination Rights 5 Section 2.3 Board Committees 6 Section 2.4 Board Nomination Procedure 6 Section 2.5 Reserved 7 Section 2.6 Resignation, Death, Incapacity or Disqualification of Director 7 Section 2.7 Director Compensation 8 Section 2.8 Chair of the Board 8 Section 2.9 Lead Director 8 Section 2.10 Permitted Disclosure 8
Nomination Rights. To the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the Company agrees that, unless otherwise agreed to by the SLP Stockholders, the SLP Stockholders shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the aggregate number of nominees of the SLP Stockholders serving on the Board will equal the product of the following (such individuals, the “SLP Director Nominees”): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon; provided, however, that in the event the MD Stockholders and the SLP Stockholders in the aggregate beneficially own more than 70% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company, then the SLP Stockholders shall have the right to nominate such number of SLP Director Nominees equal to the product of (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon excluding any director serving on the audit committee of the Board; provided, further, that the SLP Stockholders may at any time and from time to time waive the foregoing proviso in whole, but not in part. Any product obtained pursuant to the calculations in the immediately foregoing sentence shall be rounded up to the nearest whole number of directors. Notwithstanding the foregoing, the SLP Stockholders (for so long as the SLP Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board. The Board at the Closing shall consist of Xxxxxxx X. Dell, Xxxxx X. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx (the “Initial Directors”). Mr. Durban is the “SLP Director Nominee,” and none of the other Initial Directors is a SLP Director Nominee.
Nomination Rights. Section 2.1 Board of Directors 9 Section 2.2 Board Nomination Rights 9 Section 2.3 Board Committees 10 Section 2.4 Nomination Procedures 11 Section 2.5 Replacement Appointment 12 Section 2.6 Director Compensation 12 Section 2.7 Director Insurance and Indemnification 12 Section 2.8 Permitted Disclosure 13 ARTICLE 3
Nomination Rights. (a) Subject to Section 3.1(b) below, the Board (or a duly authorized committee thereof) shall continue to include JSE or, subject to Section 3.1(c) below, his designee as a nominee in its slate of directors for election by the REIT’s stockholders at each of the ten (10) succeeding annual meetings following the Closing (or at each special meeting of the REIT’s stockholders called for the purpose of electing directors of the REIT during such time period), and at any adjournment or postponement thereof. The REIT agrees to use its reasonably best efforts to solicit the vote of stockholders of the REIT to elect JSE or, subject to Section 3.1(c) below, his designee to the Board (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the REIT to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the REIT vote in favor of nominating JSE or, subject to Section 3.1(c) below, his designee to the Board).
Nomination Rights. During the period beginning on the Closing Date and until the Board Trigger Date (the “Nominating Period”), the Lender shall have the right to designate by notice in writing to the Company, in its sole discretion, two (2) individuals, and replacements for such individuals, if applicable, to serve on the Company’s Board of Directors (“Appointee Director”); provided, that at least one such designated individual shall be required to qualify as an “independent director” under Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2). During the Nominating Period, the Lender shall have the right to appoint an Appointee Director to each committee of the Company’s Board of Directors, subject always to such appointments complying with all applicable rules, regulations, requirements and guidance of the Nasdaq and/or the SEC and any other legal or regulatory rules, guidance or requirements applying to the Company or such individuals from time to time. The Company undertakes to appoint such Appointee Directors promptly upon receiving notice from the Lender (and in any event within 5 Business Days of such receipt). In accordance with the Company’s Articles of Association, each Appointee Director shall be required to be approved as a director of the Company at the first general meeting following the appointment of such Appointee Director by the Board of Directors pursuant to this subsection 4.3. Save as otherwise provided for in this Agreement, the Company agrees that each Appointee Director shall be entitled to serve a three-year term following their approval by the shareholders of the Company at the first general meeting following their appointment by the Board of Directors. For the avoidance of doubt, in the event that the shareholders of the Company do not so approve the appointment of an Appointee Director, the Lender shall be entitled to re-appoint such Appointee Director (or a replacement for them) and the Company undertakes to appoint any such person so designated in accordance with the terms of this subsection 4.3. The appointment of any Appointee Director shall: (i) be conditional upon each nominated individual satisfying all legal and/or regulatory requirements and qualifications to serve as a director of the Company and satisfying all necessary background checks and identity verification procedures (the “Director Check Procedures”); (ii) take effect upon completion of the Director Check Procedures to the Company’s satisfaction (acting reasonably, in good faith, and wi...
Nomination Rights. 4A.1 The Funder has the right to nominate one (1) person to the board of directors of the Recipient for appointment as a[n] [non-]executive director of the Recipient during the Grant Period.
Nomination Rights. (a) The Company, through the Board, shall take all necessary action to appoint, or nominate and recommend for election, as applicable, an individual designated in writing by the Investor (the “CPPIB Board Nominee”) to the Board such that the CPPIB Board Nominee is appointed or elected to the Board effective as of the first Board meeting following the Closing Date, subject to the satisfaction of the provisions of Section 2(d) by such CPPIB Board Nominee by such time (the CPPIB Board Nominee upon appointment or election, the “CPPIB Board Representative”).
Nomination Rights. In connection with each stockholders' meeting of the IPO Entity at which Directors will be elected to the IPO Entity's board of directors, (i) for so long as TRA remains the external manager of the IPO Entity, TRA shall have the right to nominate two individuals to serve as Directors of the IPO Entity (which nominees need not be Independent Directors) and (ii) for so long as the Parent holds at least 10% of the outstanding Common Shares of the IPO Entity, the Parent shall have the right to nominate one individual to serve as a Director of the IPO Entity (who need not be an Independent Director).
Nomination Rights. (a) Subject to the nomination of the persons who will serve as the initial Board on the Effective Date pursuant to the Merger Agreement and Section 2.1(d) hereof, each of (i) Bain, (ii) Barclays, (iii) GTAM and (iv) Marathon and Archview, with Marathon and Archview acting together solely for purposes of exercising Nomination Rights and related rights pursuant to this ARTICLE II but all of such Shareholders otherwise acting separately, shall have the right (each, a “Nomination Right”) to nominate one director to the Board (a “Shareholder Nominee”) until the occurrence of a Nomination Right Termination Event with respect to such Shareholder’s Nomination Right. If a Nomination Right Termination Event has occurred at a time when a Shareholder Nominee nominated pursuant to the Nomination Right is serving on the Board, the affected Shareholder shall cause such Shareholder Nominee to offer his or her resignation to the Board at least 60 days prior to the expected date of the Company’s next meeting of shareholders called for the purpose of electing directors, which resignation may be effective as of the date of the shareholder meeting. Notwithstanding the foregoing, the Board (or a committee thereof) may, in its sole discretion, recommend for nomination any Shareholder Nominee that has tendered his or her resignation in accordance with this Section 2.1(a).
Nomination Rights. The Series A Purchasers shall have the right to nominate candidates for any management position of the Company senior than Vice President.
