Board Designation Rights Clause Samples
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Board Designation Rights. (a) As set forth in Part C of Article VI of the PubCo Charter, following the Closing Date and subject to the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), each of the Parties shall take all Necessary Action to include in the slate of nominees for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected, two (2) nominees designated by Advance (any such designee, an “Advance Designee”).
(b) Following the Closing Date and subject to the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), Advance shall, subject to Part E of Article VI of the PubCo Charter, have the exclusive right to (i) replace its Advance Designees and (ii) designate Directors for election to the Board to fill vacancies created by reason of death, removal, or resignation of its Advance Designees. Vacancies shall be filled as provided in Part D of Article VI of the PubCo Charter. Each of the Parties shall take all Necessary Action to cause any such replacement and/or vacancy to be filled by replacement Directors designated by Advance (any such designee, a “Replacement Designee” and, together with the Advance Designees, the “Director Designees”) as promptly as practicable after such designation. Notwithstanding anything to the contrary contained in this Section 2.4(b), Advance shall not have the right to designate a Replacement Designee, and the Company shall not be required to take any action to cause any vacancy to be filled by any such Replacement Designee, to the extent that election or appointment of such Replacement Designee to the Board would result in a number of Director Designees nominated by Advance in excess of the number of Advance Designees that Advance is then entitled to nominate for membership on the Board.
(c) As set forth in Part E of Article VI of the PubCo Charter, if the nominating and corporate governance committee of the Company (or a similar committee serving the nominating function) determines in good faith that a Director Designee (i) is not qualif...
Board Designation Rights. (a) Notwithstanding Section 9.1, whenever the distributions with respect to any Series A Preferred Shares are in Arrears for six (6) or more Series A Distribution Periods, whether or not such Series A Distribution Periods occur consecutively (a “Nonpayment Event”), the number of directors constituting the Board of Directors will be automatically increased by two (2) additional directors (the “Preferred Shares Directors”) and the holders of the Series A Preferred Shares (voting together as a single class with all other classes or series of Preferred Shares that the Company may issue upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series A Preferred Shares in the election of those two directors) will be entitled to vote for the election of those two additional directors at a special meeting called by the Company at the request of the holders of record of at least 25% of the Outstanding Series A Preferred Shares or by the holders of any other class or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series A Preferred Shares in the election of those two directors, and at each subsequent annual meeting until all distributions accumulated on the Series A Preferred Shares for all past Series A Distribution Periods and the then current Series A Distribution Period will have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In that case, the right of holders of the Series A Preferred Shares to elect any directors will cease and, unless there are other classes or series of Preferred Shares upon which like voting rights have been conferred and are exercisable, the term of office of any directors elected by holders of the Series A Preferred Shares will immediately terminate and the number of directors constituting the Board of Directors will be reduced accordingly. In no event shall the holders of Series A Preferred Shares be entitled under the voting rights under this Section 9.6 to elect a director that would cause the Company to fail to satisfy a requirement relating to director independence of any National Securities Exchange on which the Series A Preferred Shares or any class or series of the securities of the Company are listed for trading For the avoidance of doubt, in no event will the total number of directors elected by holders of the Series A...
Board Designation Rights. Following the Effective Date, TCW shall have the right to designate one individual (such individual, the “TCW Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon the execution of this Agreement, the following rights and obligations shall apply:
(a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action necessary to increase the size of the Board to nine (9) members and the number of authorized Class III directors to three (3) members.
(b) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director to be appointed as a director to the Board and to fill the vacancy on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at the 2027 annual meeting of stockholders.
(c) The Company shall nominate the TCW Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each subsequent meeting of the stockholders of the Company held to consider a vote on the election of the class of directors of which the TCW Director is a member.
(d) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW Director to the same extent it does for all other Company directors and (iv) otherwise supporting the TCW Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
(e) If at any time a vacancy occurs on the Board with respect to the directorship of the TCW Director (by reason of such director’s death, disability, resignation or removal), TCW shall have the right to designate a replacement TCW Director for a...
Board Designation Rights. (a) Effective as of the Separation Effective Time and at all times thereafter, until the termination of this Agreement, the size of the Board shall be no greater than (or, if it would result in an impairment of an Investor’s rights hereunder, less than) 14 directors (provided that, if any person designated by an Investor to be an Investor Designee in accordance with this Agreement shall have failed to be elected or appointed as a director on the Board as a result of a breach by the Company of its obligations under Section 2.01(d) or a breach by another Investor of its obligations with regard to the Company under Section 3.03(a) of the Voting Agreement, the Company shall increase the size of the Board by the number of such Investor Designees so that such Investor Designees can be appointed to the Board), and the Company agrees to take the actions set forth in Section 2.01(d) to ensure that, subject to Section 2.01(a)(i)(A)(2), effective as promptly as practicable on or after the date hereof, the Board includes:
(i) for so long as Mammoth and its Controlled Persons in the aggregate beneficially own at least:
(A) 10,000,000 Common Shares (as adjusted for any stock split, stock dividend, reverse stock split or similar event):
(1) two individuals designated from time to time by ▇▇▇▇▇▇▇; provided that as a condition to each such designee’s appointment to the Board and inclusion in the Company’s slate of director nominees, such designee (x) agrees to provide to the Company, prior to nomination and appointment and on an ongoing basis while such designee is serving as a member of the Board, (a) such information and materials as is required to be disclosed in proxy statements under Applicable Law or as is otherwise reasonably requested by the Company from time to time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, (b) completed D&O Questionnaires in the customary form requested by the Company from time to time from members of the Board, (c) customary consents to be named in the Company’s proxy statement and to serve on the Board if elected, and (d) an executed irrevocable resignation in the form attached hereto as Exhibit A (each, an “Irrevocable Resignation”), (y) to the extent required of all Board members, shall agree to comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members (and of which such Investor Designee has been p...
Board Designation Rights. (a) From the Effective Date, ▇▇▇▇▇ ▇▇▇▇▇ shall have the right, but not the obligation, to designate 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 ▇▇▇▇▇ ▇▇▇▇▇ continuously from the time of the IPO Beneficially Owns shares of common stock, par value $0.0001 per share (the “Common Stock”), representing at least 40% of the Original Amount of ▇▇▇▇▇ ▇▇▇▇▇ (as defined below), (ii) 40% of the Total Number of Directors, in the event that ▇▇▇▇▇ ▇▇▇▇▇ continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of ▇▇▇▇▇ ▇▇▇▇▇, (iii) 30% of the Total Number of Directors, in the event that ▇▇▇▇▇ ▇▇▇▇▇ continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of ▇▇▇▇▇ ▇▇▇▇▇, (iv) 20% of the Total Number of Directors, in the event that ▇▇▇▇▇ ▇▇▇▇▇ continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of ▇▇▇▇▇ ▇▇▇▇▇, and (v) one Director, in the event that ▇▇▇▇▇ ▇▇▇▇▇ continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of ▇▇▇▇▇ ▇▇▇▇▇ (such persons, the “Nominees”). For purposes of calculating the number of Directors that ▇▇▇▇▇ ▇▇▇▇▇ 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., 1 1/4 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.
(b) In the event that ▇▇▇▇▇ ▇▇▇▇▇ has designated less than the total number of designees ▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to designate pursuant to Section 1(a), ▇▇▇▇▇ ▇▇▇▇▇ shall have the right, at any time, to designate such additional designees to which it is entitled, in which case, the Company shall take, and the Company hereby covenants that the Directors shall take, all necessary corporation action to (i) enable ▇▇▇▇▇ ▇▇▇▇▇ to designate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (ii) appoint such additional individuals designated by ▇▇▇▇▇ ▇▇▇▇▇ to fill such newly created directorships or to fill any other existing vacancie...
Board Designation Rights. (i) Following the Closing Date, (i) the Blackstone Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, (x) three (3) Directors, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 25% or more of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; (y) two (2) Directors, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 15% or more, but less than 25%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; and (z) one (1) Director, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 7.5% or more, but less than 15%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors.
(ii) Following the Closing Date, (i) the First Reserve Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, (x) three (3) Directors, for so long as the First Reserve Group collectively beneficially owns, directly or indirectly, 25% or more of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; (y) two (2) Directors, for so long as the First Reserve Group collectively beneficially owns, directly or indirectly, 15% or more, but less than 25%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; and (z) one (1) Director, for so long as the First Reserve Group collectively beneficially owns, directly or indirectly, 7.5% or more, but less than 15%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors.
Board Designation Rights. (a) So long as the EIG Purchaser, its Affiliates and FS Energy and Power fund (“FS Energy”) own (a) Preferred Units, (b) Common Units resulting from the conversion or redemption of the Preferred Units, (c) Warrants and/or (d) Common Units resulting from the exercise of the Warrants (such amounts in (a), (b), (c) and (d), collectively, the “Election Units”) that comprise in the aggregate, more than 5% of the then-Outstanding Common Units of the Partnership (assuming, for purposes of this calculation, that all Preferred Units are converted into Common Units at the conversion price specified in Section 5.12(b)(vi)(A) of the Partnership Agreement and all Warrants are exercised by net unit settlement based on the volume weighted average trading price (“VWAP”) of the Common Units for the entire fourth quarter of the prior fiscal year), EIG Management Company, LLC, in its capacity as EIG Purchaser Representative (the “EIG Purchaser Representative”), acting on behalf of the EIG Purchaser, shall have the right to designate, subject to the consent of ETE if the limited partners of the Partnership are not entitled to vote in the election of directors of the General Partner, such consent not to be unreasonably withheld (it being understood that, without limitation, it shall be unreasonable for ETE to withhold consent for the designation of any employee of the EIG Purchaser or its Affiliates), one person to serve on the board of directors of the General Partner (the “Board” and such person and any other person designated to serve on the Board by the EIG Purchaser Representative pursuant to this Agreement, an “EIG Director”) and the General Partner and ETE (or its successor(s) as member(s) of the General Partner) shall take all actions necessary or advisable to effect the foregoing. If the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units is at any time less than 5% of the then-outstanding Common Units, then the director designation right set forth in this clause (a) shall terminate and such EIG Director designated pursuant to this clause (a) shall immediately resign from the Board; provided, however, that at any time after the date of any such termination, if the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units increases to above 5% then the director designation right set forth in this clause (a) (including ETE’s consent right) shall ...
Board Designation Rights. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:
Board Designation Rights. Effective as of the Closing Date, the Corporation agrees to increase the size of the Board in order to appoint one director designated by the Stockholders’ Representative to the Board for a term expiring at the 2021 annual meeting of the Corporation’s stockholders. So long as there is more than $20 million of Series B Preferred Stock outstanding, the Corporation agrees to at all times appoint or nominate for election to the Board one director designated by the Stockholders’ Representative. The Stockholders’ Representative shall have the exclusive right to remove or replace the director designated by the Stockholders’ Representative to the Board. Upon appointment or election to the Board, the Corporation agrees to promptly appoint the director designated by the Stockholders’ Representative to serve on each committee of the Board, subject in each case to meeting the applicable requirements for service on such committee as set forth in the listing rules of NASDAQ, the rules and regulations of the Securities and Exchange Commission, the Corporation’s corporate governance guidelines applicable to all of the members of such committee and such committee’s charter.
Board Designation Rights. In the event of a SPAC Transaction, Qualified Spinoff or IPO, so long as the Investor Member holds at least ten percent (10%) of the outstanding voting equity resulting from such transaction, (i) the Ryman Member and the Company shall cause the governing documents of such resulting entity (including in a stockholders agreement) to provide that the Ryman Member and the Investor Member shall have proportionate board designation rights with respect to such resulting entity based on their respective ownership in such entity after giving effect to such SPAC Transaction, Qualified Spinoff or IPO, and (ii) the Ryman Member, the Company and the Investor Member shall (x) negotiate in good faith the other governance rights (including approval rights over significant matters involving the resulting entity and its business) that would apply following such SPAC Transaction, Qualified Spinoff and Qualified IPO that are consistent with rights and entitlements that are afforded to substantial shareholders in similar transactions and that is otherwise reflective of their respective proportionate ownership in such entity at the time such transaction is consummated.