Board Nomination Rights Sample Clauses
The Board Nomination Rights clause grants certain parties, typically major shareholders or investors, the ability to nominate individuals for seats on a company's board of directors. This right often applies when an investor holds a specified percentage of shares or meets other agreed-upon criteria, allowing them to propose candidates for board positions during shareholder meetings or through written notice. The core function of this clause is to ensure that key stakeholders have a direct influence on the company's governance, thereby protecting their interests and providing oversight over management decisions.
POPULAR SAMPLE Copied 15 times
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.
(b) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies.
(c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall...
Board Nomination Rights. (a) Each of the Company and the Manager agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Maryland law), until the Nomination Termination Date, (i) to include in the slate of nominees recommended by the Board, or its Nominating and Corporate Governance Committee, as applicable, for election at any annual or special meeting of stockholders of the Company at which directors are to be elected (or consent in lieu of such a meeting) one (1) individual designated by the Investor for election pursuant to this Section 2.1 (the “Investor Nominee”), and (ii) to nominate, recommend and use its commercially reasonable efforts to solicit the vote of stockholders of the Company to elect the Investor Nominee (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 Company to solicit the vote of its stockholders in connection with any such meeting of the recommendation of the Board that the stockholders of the Company vote in favor of the Investor Nominee); provided, however, that no such action with respect to the Investor Nominee shall be required if the Board determines, after consultation with outside legal counsel, that the Investor Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, , in which case, the Investor shall withdraw the designation of such Investor Nominee and shall designate another individual as the Investor Nominee, whose replacement will also be subject to the requirements of this Section 2.1(a).
(b) The Investor shall take all necessary action to cause the Investor Nominee to consent to all reference and background checks and to provide such information (including information necessary to determine the Investor Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board, or its Nominating and Corporate Governance Committee, as applicable, may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange require...
Board Nomination Rights. (a) From the Effective Date, Pride Aggregator shall have the right to designate (i) all of the nominees for election to the Board for so long as Pride Aggregator beneficially owns at least forty percent (40%) of the total number of shares of the Common Stock beneficially owned by Pride Aggregator upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) forty percent (40%) of the nominees for election to the Board for so long as Pride Aggregator beneficially owns less than forty percent (40%) but at least thirty percent (30%) of the Original Amount; (iii) thirty percent (30%) of the nominees for election to our Board for so long as Pride Aggregator beneficially owns less than thirty percent (30%) but at least twenty percent (20%) of the Original Amount; (iv) twenty percent (20%) of the nominees for election to the Board for so long as Pride Aggregator beneficially owns less than twenty percent (20%) but at least ten percent (10%) of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as Pride Aggregator beneficially own at least five percent (5%) of the Original Amount (each such person, a “Nominee”, and together, the “Nominees”). If Pride Aggregator is dissolved at any time after the IPO, then Apax Partners will be permitted to cause the rights of Pride Aggregator to be assigned to it or one or more of its Affiliates (as defined below).
(b) In the event that Pride Aggregator has nominated less than the total number of designees that Pride Aggregator shall be entitled to nominate pursuant to Section 1(a), Pride Aggregator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Pride Aggregator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by Pride Aggregator to fill such newly created vacancies or to fill any other existing vacancies.
(c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with t...
Board Nomination Rights. (1) Subject to Section 2.2(4), the BAT Group Permitted Holders shall be entitled to designate in accordance with the nomination procedures contained in Section 2.4:
(a) 30% of the Available Nominees, rounding up to the nearest whole member (e.g., 3 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 30%;
(b) 20% of the Available Nominees, rounding up to the nearest whole member (e.g., 2 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 15%; and
(c) 10% of the Available Nominees, rounding up to the nearest whole member (e.g., 1 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 10% (but less than 15%).
(2) In the event that the BAT Group Permitted Holders exercise their rights pursuant to Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c) hereof, the Board shall cause a number of Directors that are not BAT Director Nominees to resign or not nominate such number of Directors that are not BAT Director Nominees for re-election at the next Directors Election Meeting to ensure that the Company’s Board consists of the same number of Directors after the exercise of such rights as before, unless the Board determines in good faith that it is not in the best interests of the Company to do so; provided, that, if the exercise by the BAT Group Permitted Holders of such rights were to result in the Board being comprised of greater than 10 Directors, such determination by the Board may not prevent the Board from taking the foregoing actions for a period of more than thirty (30) days. For greater certainty, for the purposes hereof the current size of the Board shall be considered to be 10 taking into account the current vacancy contemplated to be filled by a nominee of the BAT Group Permitted Holders.
(3) In the event that the number of BAT Director Nominees serving on the Board exceeds the number of Nominees that the BAT Group Permitted Holders are entitled to nominate under Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c), as the case may be, because the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders was less than the applicable minimum percentage threshold set forth in Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c) for a period equal to 120 days, provided that (i) if a Top-Up Right is then exercisable, the period shall not end prior t...
Board Nomination Rights. (a) At any time prior to the Expiration Time, subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater of the Outstanding Equity, Bandera shall have the right (but not the obligation) to designate one person to be nominated for election to the Board (a “Nominee”) by giving written notice to the Chairman of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board.
(b) Provided Bandera exercises its right under Section 1(a), the Company, subject to its rights under Section 2, shall at all times prior to the Expiration Time use its best efforts to cause the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected.
(c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b).
(d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation.
(e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors.
(f) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulations.
Board Nomination Rights. In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), HCP shall have the right to nominate for election to the Board (i) two individuals if HCP, together with its Affiliates, beneficially holds Shares constituting 15% or more of the Voting Power as of the applicable Nomination Date and (ii) one individual if HCP, together with its Affiliates, beneficially holds Shares constituting 10% or more of the Voting Power as of the applicable Nomination Date.
Board Nomination Rights. (1) The Investor shall be entitled to designate 10% of the Available Nominees (rounding up to the nearest whole number (e.g., 1 of 8)) for so long as the Investor beneficially owns, directly or indirectly, at least 5% of the issued and outstanding Shares.
(2) Any Nomination right set forth in Section 2.2 not held or exercised by the Investor or any Other Investor shall rest with the NGC Committee.
(3) In the event that the Investor beneficially owns, directly or indirectly, less than 5% of the issued and outstanding Shares for a continuous 180 day period, the Investor shall notify the Corporation promptly thereof and (a) upon the written request of the Corporation, use reasonable good faith efforts to cause its Nominee(s) to forthwith resign and (b) if no such request is made, the Nominee(s) shall continue until his, her or their term expires at the next Directors Election Meeting or, if earlier, they otherwise resign or cease to be qualified to act as a Director.
(4) In the event that the Investor has designated fewer Nominees than the total number of Nominees that the Investor shall be entitled to designate pursuant to Section 2.2, then the Investor shall have the right, at any time, to designate such additional Nominee(s) to which it is entitled, in which case, the Corporation and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable law, to promptly (a) enable the Investor to designate and effect the election or appointment of such additional individuals and (b) appoint such individual nominated by the Investor to fill any available vacancies, or to the extent not so permitted, nominate such individual for election as a Director at the next Directors Election Meeting in accordance with Section 2.4.
(5) The Investor shall have the right to representation on the board of directors or other similar governing body of any Subsidiary of the Corporation in proportion to its representation on the Board; provided that the Investor shall have such right to representation only if and to the extent that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is serving on any such board of directors or other similar governing body.
Board Nomination Rights. (a) From the Effective Date until the date that Investors cease to collectively Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Investors shall collectively have the right to appoint or nominate for election to the Board, as applicable, such number of representatives that, when compared to the authorized number of directors on the Board, is closest to but not less than proportional to the total number of shares of Common Stock over which Investors retain direct or indirect voting control relative to the total number of shares of Common Stock then issued and outstanding (which, for the avoidance of doubt, shall mean that the number of representatives shall be rounded up to the next whole number in all cases) (such persons, the “Nominees”). “Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company. No reduction in the number of shares of Common Stock over which Investors retain voting control shall shorten the term of any incumbent director).
Board Nomination Rights. (a) The Company covenants and agrees with Clearlake that, on and after the Effective Date, at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Clearlake, together with its Affiliates, shall have the right, but not the obligation, to appoint or nominate for election to the Board, as applicable, a number of representatives equal to (such persons, the “Clearlake Nominees”): (i) three (3) directors so long as Clearlake (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Clearlake (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Clearlake (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Clearlake Nominees shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
(b) The Company covenants and agrees with Keystone that, on and after the Effective Date, at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Keystone, together with its Affiliates, shall have the right, but not the obligation, to appoint or nominate for election to the Board, as applicable, a number of representatives equal to (such persons, the “Keystone Nominees” and together with the Clearlake Nominees, the “Nominees”): (i) three (3) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Keystone (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Keystone Nominees shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
(c) At the Effective Date, the Board shall be comprised of seven members.
(d) The Company covenants and agrees with each of the Principal Stockholders that, for so long as such Principal Stockholder has the right to designate at least one (1)...
Board Nomination Rights. (a) From the Effective Date, HGGC shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 60% of the Total Number of Directors (as defined below), so long as HGGC Beneficially Owns shares of Common Stock representing at least 45% of the total voting power of the then outstanding Common Stock, (ii) 50% of the Total Number of Directors, so long as HGGC Beneficially Owns shares of Common Stock representing less than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC Beneficially Owns shares of Common Stock representing less than 35% but at least 25% of the total voting power of the then outstanding Common Stock, (iv) 30% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (v) 20% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC 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., 11⁄4 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) From the Effective Date, M&S shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 40% of the Total Number of Directors (as defined below), so long as M&S Beneficially Owns shares of Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) 30% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (iii) 20% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “M&S Nominees,” and together with the HGGC Nominees, the “Nominees”). For purp...