Subsequent Nominations Sample Clauses

Subsequent Nominations. Until July 17, 1999, the Stockholders shall, at any time that Directors of the Corporation are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend to the Stockholders, as the proposed members of the Board of Directors:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Subsequent Nominations. Subject to Section 2.4, for so long as (i) prior to the Domestication Date Liberty Group Beneficially Owns, in the aggregate, a number of shares of EQY Common Stock equal to 50% of the total number of shares of EQY Common Stock Beneficially Owned by LIH as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions involving EQY Common Stock) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) and (ii) on or after the Domestication Date Liberty Group Beneficially Owns, in the aggregate, 3% or more of the total outstanding EQY Common Stock (calculated on a Fully Diluted Basis) and until the Termination Date, LIH shall have the right to nominate one candidate for election to the Equity One Board at every annual meeting of the stockholders of Equity One in which directors are generally elected, including without limitation, any adjournment or postponement thereof, and on any action by written consent of the stockholders of Equity One relating to the election of directors generally. For the avoidance of doubt, each threshold in subsection (i) and (ii) is a “low water xxxx,” such that at such time as any threshold described in (i) or (ii) is not met, resulting in a termination of any of the various rights and obligations of the parties set forth in this Section 2.2, the later acquisition of additional shares of EQY Common Stock by any member of Liberty Group (whether through open market purchases or otherwise) will not reinstate such rights or obligations. Notwithstanding the foregoing, in the event that the threshold set forth in subsection (ii) is either unintentionally not satisfied by Liberty Group or not satisfied by Liberty Group as a result of Equity One satisfying a redemption of EQY-CSC Class A Shares in cash pursuant to the Operating Agreement, then Liberty Group shall have the right for a period of ninety (90) days after LIH has actual knowledge of the occurrence of such event (the “Cure Period”), to buy additional shares of EQY Common Stock in order to satisfy the ownership requirement set forth in subsection (ii) and shall promptly notify Equity One when such ownership requirement has again been met; provided that Liberty Group shall only have the right to cure an unintentional failure one time. For purposes of this Section 2.2 and Section 2.4, LIH shall be...
Sample 1Sample 2
Subsequent Nominations. Subject to Section 5(g) hereof, the Stockholders shall, at any time that directors are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend, as the proposed members of the Board of Directors, (i) five persons designated by Georgetown (each a "Georgetown Director"); provided, however, that (A) if Xx. Xxxxxxx shall, for any reason, cease serving as a director, Georgetown shall consult with the PITA Investor, the New Investors and ECC prior to designating his successor (and thereafter, prior to designating any further successors to the directorship initially held by Xx. Xxxxxxx) and (B) if there is a Change of Control (as defined in the Indenture) or Xxxxxxx X. Xxxxxxxxx shall cease to control Georgetown (a "Change of Control Event"), the number of persons to be designated by Georgetown pursuant to this clause (i) shall be reduced from five to three (or, if a Phase II Event has occurred, from four to three); (ii) one person designated by ECC (the "ECC Director"); (iii) one person designated by the PITA Investor (the "PITA Director"); (iv) one person designated by the Investor Group; and (v) one person designated by the Apollo Investor; provided, however, if a Change of Control Event shall occur, the number of persons to be designated by the Apollo Investor pursuant to this clause (v) shall be increased from one to three (each director designated by the Apollo Investor, an "Apollo Director"). Each of the Stockholders agrees that (x) Amoco, UNC and MESBIC shall each have the right to appoint a single representative to attend, at the Company's expense, but not to vote as a director at, meetings of the Board of Directors (referred to herein as the Investor Group's "Representative Rights") and (y) CVP shall have the right to appoint a single representative to attend, at the Company's expense, but not to vote as a director at, meetings of the Board of Directors (referred to herein as CVP's "Representative Rights"), The Company shall provide prior notice of all meetings of the Board of Directors to each such representative and shall provide to such representative all information and documents provided to directors in advance of any meeting of the Board of Directors.
Sample 1
Subsequent Nominations. Each of the initial Class I directors have been nominated for reelection by stockholders at the 2023 annual meeting of stockholders and, subject to Section 2.1(f), shall hold office until the annual meeting of stockholders in 2026 or until their earlier resignation, removal or death. Subject to Sections 2.1(e) and (f) below, (i) Class II directors shall be nominated for reelection by the stockholders at the 2024 annual meeting of stockholders and shall hold office until the annual meeting of stockholders in 2027 or until their earlier resignation, removal or death, and (ii) Class III directors shall be nominated for reelection by the stockholders at the 2025 annual meeting of stockholders and shall and shall hold office until the annual meeting of stockholders in 2028 or until their earlier resignation, removal or death.
Sample 1
Subsequent Nominations. At the first annual meeting of shareholders or at any subsequent Election Event, (a) (i) prior to the exercise of the 3Com Option to Purchase, for so long as Huawei Holding and 3Com Technologies together with their respective Affiliates own 51% and 49%, respectively, of the Net Outstanding Shares, Huawei Holding and 3Com Technologies shall be entitled to designate five and four individuals respectively, to serve as members of the Board; and (ii) following the closing of the 3Com Option to Purchase, if exercised, for so long as Huawei Holding and 3Com Technologies with their respective Affiliates own 49% and 51%, respectively, of the Net Outstanding Shares, Huawei Holding and 3Com Technologies shall be entitled to designate four and five individuals respectively, to serve as members of the Board.
Sample 1
Subsequent Nominations. (a) (i) Subject to Section 3.04(a)(ii) each of BCI Investments and AM Latin America shall be entitled to nominate for election three (3) directors to the Board for so long as BCI Investments or AM Latin America, as the case may be, holds at least 20% of the Outstanding Shares of the Company; provided, however, that neither BCI Investments nor AM Latin America may exercise such right at any time when it is a Defaulting Shareholder. If at any time either BCI Investments or AM Latin America shall hold less than 20% of the Outstanding Shares of the Company, BCI Investments or AM Latin America, as the case may be, shall forfeit its right to nominate for election three (3) directors to the Board pursuant to this Section 3.04(a)(i); provided, however, that, subject to Section 3.04(a)(ii), if: (A) at any time subsequent to forfeiting such right, either BCI Investments or AM Latin America, as the case may be, holds at least 20% of the Outstanding Shares of the Company, and (B) BCI Investments or AM Latin America, as the case may be, has not previously transferred its right to nominate for election three (3) directors to the Board to a Veto Transferee pursuant to Section 3.13(a), then the other Initial Shareholders shall vote their Shares in order to permit BCI Investments or AM Latin America, as the case may be, to regain its right to nominate for election three (3) directors to the Board pursuant to this Section 3.04(a)(i).
Sample 1
Subsequent Nominations. Subject to Section 2.4, for so long as (i) prior to the Domestication Date Liberty Group Beneficially Owns, in the aggregate, a number of shares of EQY
Sample 1
AutoNDA by SimpleDocs

Related to Subsequent Nominations

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

  • Nominations 4.01 Transportation Services provided hereunder shall be in accordance with the prescribed nominations procedure as set out in Schedule “B 2010” of Union’s C1 Rate Schedule.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Nomination The Allottee admits and accepts that before the execution and registration of conveyance deed of the Said Apartment And Appurtenances, the Allottee will be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement on payment of 2% (two percent) of the market price prevailing at that time (to be determined by the Promoter) as nomination charge to the Promoter subject to the covenant by the nominee that the nominee will strictly adhere to the terms of this Agreement and subject also to the below mentioned conditions:

  • Board Nominees (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts to cause the election of each Second City Nominee designated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Second City Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.

  • Term and Election The Board of Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of trustees constituting the entire Board of Trustees. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 of this Article and each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee.

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

Time is Money Join Law Insider Premium to draft better contracts faster.