Right to Appoint Sample Clauses

Right to Appoint. ‌ The Employer acknowledges the right of the Union to appoint employees as representatives.
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Right to Appoint. So long as the Holders hold in the aggregate at least five percent (5%) of the fully diluted shares of Common Stock of the Company then outstanding on a cumulative basis (excluding any options under all employee, consultant, officer or director incentive arrangements or plans now or hereafter in existence), Lenders (as defined in the Credit Agreement) shall have the right at any time to require the board of directors of the Company: (i) to appoint two independent board members (but in no event less than 28% of the number of directors authorized (including the requirement in (ii) below to expand the board) to serve on the board of directors of the Company) reasonably acceptable to the Requisite Lenders (as defined in the Credit Agreement); and (ii) to expand the board if needed to accommodate such appointment subject to any legal requirement that such appointees be elected by Company’s stockholders at the next regularly scheduled annual stockholders’ meeting. Company agrees to include such individuals in the state of nominees in the proxy statement for such meeting and all subsequent meetings involving the election of directors as long as the Administrative Agent (as defined in the Credit Agreement) so requires.
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Right to Appoint. For as long as Tilden Park continues to Beneficially Own at least twenty percent (20%) of the Company’s outstanding Equity Securities, Tilden Park hereby has the right to appoint one non-voting observer (the “Observer”) to the Board of Directors of the Company (the “Board”), who shall be entitled to attend and participate in all meetings of the Board and any and all committees thereof (including executive sessions thereof). Pursuant to the foregoing, Tilden Park hereby appoints Dxxxx Xxxxxx as the initial Observer. In the event that such appointee (or any subsequent appointee pursuant to this Article II) shall for any reason cease to serve as the Observer, Tilden Park shall have the right to appoint a replacement thereof; provided, that in no event shall the Company or the Board have any right to remove the individual appointed by Tilden Park to serve as the Observer. Tilden Park shall have the right to designate a different person as the Observer at any time upon notice to the Company.
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Related to Right to Appoint

  • Failure to Appoint If the party receiving the notice fails to appoint a nominee or if the two (2) nominees fail to agree upon a Chairperson within seven (7) days of their appointment, the appointment shall be made by the Minister of Labour upon request of either party.

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • Right to Appeal Notwithstanding a determination by any forum listed in Section VI.D above that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right to apply to the court in which that Proceeding is or was pending, or to any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Such enforcement action shall consider the Indemnitee’s entitlement to indemnification de novo, and the Indemnitee shall not be prejudiced by reason of a prior determination that the Indemnitee is not entitled to indemnification. The Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

  • Waiver of Right to Appeal Provided the Judgment is consistent with the terms and conditions of this Agreement, specifically including the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment reflected set forth in this Settlement, the Parties, their respective counsel, and all Participating Class Members who did not object to the Settlement as provided in this Agreement, waive all rights to appeal from the Judgment, including all rights to post-judgment and appellate proceedings, the right to file motions to vacate judgment, motions for new trial, extraordinary writs, and appeals. The waiver of appeal does not include any waiver of the right to oppose such motions, writs or appeals. If an objector appeals the Judgment, the Parties’ obligations to perform under this Agreement will be suspended until such time as the appeal is finally resolved and the Judgment becomes final, except as to matters that do not affect the amount of the Net Settlement Amount.

  • Board Appointment (i) The Company agrees that, immediately following approval by the Federal Energy Regulatory Commission (the “FERC”) required by Section 1(c)(v), the Board shall take all necessary actions to increase the size of the Board by one (1) and appoint Xxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”) or any other Starboard Representative (as defined below) or other appointee accountable to Starboard in accordance with Energy Law (as defined below) (a “FERC Representative”) selected in accordance with this Agreement, including Section 1(c)(v) (each, a “Starboard Appointee”) as a director of the Company; provided, however, that if the appointment of the Starboard Appointee is not approved by the FERC and Starboard determines to select another individual that is neither a Starboard Representative nor a FERC Representative for appointment to the Board in accordance with Section 1(c)(v) of this Agreement (the “Independent Appointee”), the Board shall take all necessary actions to increase the size of the Board by one (1) and promptly appoint the Independent Appointee as a director of the Company either in advance of the Circular Date (as defined below) or following the date of the Company’s 2025 annual general meeting of common shareholders (the “2025 Annual Meeting”). Each of the Starboard Appointee and the Independent Appointee, as applicable, is deemed to be and shall be referred to herein as the “New Director”; provided, that, for the avoidance of doubt, only one New Director shall be appointed or elected to the Board in accordance with this Agreement; provided, further, that the New Director is deemed to be and shall also be referred to herein as an “Appointed Director”, together with Xxxxx Xxxxxx and Xxxxxxxxxxx Xxxxx (each an “Appointed Director” and collectively, the “Appointed Directors”). (ii) The Company agrees that the Board shall (A) nominate the Appointed Directors for election to the Board at the 2025 Annual Meeting for a term expiring at the Company’s 2026 annual general meeting of common shareholders (the “2026 Annual Meeting”), subject to their consent to serve, and (B) recommend, support and solicit proxies for the Appointed Directors at the 2025 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of all other directors nominated by the Board for election at the 2025 Annual Meeting. In the event that a New Director has not been appointed to the Board as of the date of the mailing of the management information circular (the “Circular Date”) in respect of the 2025 Annual Meeting due to the FERC approval required by Section 1(c)(v) having not yet been received, the Board shall (X) nominate the Starboard Appointee and the other Appointed Directors for election to the Board at the 2025 Annual Meeting for a term expiring at the 2026 Annual Meeting, provided that such election and the commencement of the Starboard Appointee’s term as a director shall be conditional on the receipt of the FERC approval required by Section 1(c)(v) (the “Conditional Election”) and subject to their consent to serve, and (Y) recommend, support and solicit proxies for the Starboard Appointee and the other Appointed Directors at the 2025 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of all other directors nominated by the Board for election at the 2025 Annual Meeting. Subject to the foregoing, the nominees for election at the 2025 Annual Meeting shall be as determined by the Board, having considered the recommendation of the Corporate Governance Committee of the Board (the “Corporate Governance Committee”). (iii) If any Appointed Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the expiration of the Standstill Period (as defined below), and at such time Starboard beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of 3% of the Company’s then-outstanding Common Shares and 23,024,240 Common Shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments)(the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a person to be a Replacement Director in accordance with this Section 1(a)(iii) (any such replacement nominee shall be referred to as a “Replacement Director,” and if and when such person becomes a director of the Company in accordance with this Section 1(a)(iii), such person shall be deemed the New Director and an Appointed Director for purposes of this Agreement). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to applicable listing standards and under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators, and (C) have the relevant financial and business experience to be a director of the Company. Any Replacement Director who is an officer, director or employee of Starboard (a “Starboard Representative”) will be deemed reasonably acceptable to the Board and shall be approved by the Board for appointment to the Board no later than five (5) business days following the submission of the Onboarding Materials so long as such Replacement Director meets the criteria set forth in clauses (B) and (C) of the preceding sentence; provided, however, that such Replacement Director’s appointment to the Board shall be subject to and conditioned upon the FERC approval required by Section 1(c)(v), provided, further, for the avoidance of doubt, that the appointment of such Replacement Director shall occur immediately following such FERC approval. The Corporate Governance Committee shall make its determination and recommendation regarding whether such Replacement Director (other than a Starboard Representative, who is covered by the prior sentence) meets the foregoing criteria within five (5) business days after (1) such nominee has submitted to the Company the Onboarding Materials, and (2) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Corporate Governance Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(a)(iii) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after Starboard’s submission of such nominee. In the event the Corporate Governance Committee does not accept a person recommended by Starboard as the Replacement Director, Starboard shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Corporate Governance Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Corporate Governance Committee’s recommendation of such Replacement Director, provided, however, that in the case of a Replacement Director that is a FERC Representative, as reasonably determined by the Company in good faith, such Replacement Director’s appointment to the Board shall be subject to and conditioned upon the FERC approval required by Section 1(c)(v), provided, further, for the avoidance of doubt, that the appointment of such Replacement Director shall occur immediately following such FERC approval. Notwithstanding the foregoing, if the Board does not appoint a Replacement Director to the Board pursuant to this Section 1(a)(iii), including in the event FERC approval is not obtained for any reason, the Parties shall continue to follow the procedures of this Section 1(a)(iii) until a Replacement Director is appointed to the Board. Subject to applicable listing rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to applicable listing rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, Starboard shall have the right to designate one of the other Appointed Directors to serve as an interim member of such applicable committee. (iv) Pursuant to Section 1(a)(iv) of that certain Cooperation Agreement, dated April 18, 2024, by and between the Company and Starboard (the “2024 Agreement”), Starboard hereby provides written consent to the Company to increase the size of the Board to ten (10) directors in order to appoint Xxxxxxxx X. Xxxx to the Board. During the period commencing with the date of this Agreement until the earlier of (x) the appointment (or election, in the case of a Conditional Election) of the New Director to the Board, or (y) the expiration of the Standstill Period, the Board and all applicable committees of the Board shall not increase the size of the Board to more than ten (10) directors (other than to increase the size of the Board to eleven (11) directors to appoint (or elect, in the case of a Conditional Election) the New Director) without the prior written consent of Starboard. Effective upon the appointment (or election, in the case of a Conditional Election) of the New Director through the expiration of the Standstill Period, the Board and all applicable committees of the Board shall not increase the size of the Board to more than eleven (11) directors without the prior written consent of Starboard.