Board Nominee Sample Clauses
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Board Nominee. As of the Closing Date, the Board shall have an authorized size of six (6) directors, and ▇▇. ▇▇▇ ▇▇ shall have been appointed to the Board as a nominee of the Purchaser (such member of the Board appointed pursuant to this Section 5.1, a “Purchaser Nominee”).
(a) Subject to the terms and conditions herein, the Purchaser shall, following the Closing, continue to have the right to nominate a Purchaser Nominee to the Board. At each annual or special meeting of the stockholders of the Company after the date hereof at which directors are to be elected, the Company shall nominate the Purchaser Nominee to serve as a director until the next annual general meeting, and each of the Key Stockholders shall, and shall cause any of its Affiliates to which capital stock in the Company may be subsequently transferred, to vote all of the capital stock of the Company now owned and which may hereafter be acquired by the such Key Stockholder or its Affiliates and any other securities, if any, which such Key Stockholder or its Affiliates is currently entitled to vote, or after the date hereof, becomes entitled to vote, in favor of the election of such Purchaser Nominee to the Board.
(b) Notwithstanding anything in this Agreement to the contrary, in the event that, anytime after the date hereof, the Purchaser and its Affiliates beneficially own, in the aggregate, less than fifty percent (50%) of the Purchase Shares, then the Purchaser shall not be entitled under this Section 5.1 to nominate any member of the Board (it being understood that, subject to the provisions of the Agreement (i) nothing in this Section 5.1(b) shall prevent the Purchaser from exercising its voting rights with respect to the election of directors generally as a stockholder of the Company and (ii) nothing in this Section 5.1(b) shall prevent any former Purchaser Nominee from serving on the Board henceforth if such former Purchaser Nominee is otherwise elected in accordance with the Company’s then current certificate of incorporation and bylaws).
(c) Notwithstanding anything contained herein to the contrary: (i) the appointment of the Purchaser Nominee shall be subject to compliance with the rules, regulations and requirements of Nasdaq and applicable law (including, without limitation, the Securities Act and the Exchange Act) applicable to service on the Board of Directors and (ii) the Purchaser Nominee shall comply in all respects with the Company’s corporate governance guidelines applicable to directors ...
Board Nominee. For so long as the Cinven Shareholders hold at least an aggregate of 10% or more of the then issued and outstanding Common Shares (on a non-diluted basis), Concordia shall use commercially reasonable efforts to (i) nominate to the Board of Directors one (1) nominee selected by the Cinven Shareholders (the “Cinven Nominee”) and notified in writing by Cinven to Concordia, (ii) recommend (in advance of each meeting of shareholders of Concordia at which directors of Concordia are proposed to be elected) to Concordia’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent to the election of (or against the removal of, as the case may be) the Cinven Nominee as a director of Concordia, and (iii) cause all properly completed proxies in respect of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions:
(a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”);
(b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any of the cases described above in this paragraph, the Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding t...
Board Nominee. Subject to compliance with the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, the Company covenants and agrees that so long as Prides Capital Partners, LLC and its affiliates ("Prides") is a shareholder owning beneficially five percent (5%) or more of the Company's outstanding voting shares, the Company will cause one person to be selected by Prides to be nominated for election as a director at each annual meeting of shareholders of the Company commencing with the Company's next annual meeting of shareholders and, further, to use its best efforts to cause such nominee to be elected.
Board Nominee. In addition to such rights as the Lenders may have in relation to the Borrower’s board of directors under any other agreement or in any other capacity, the Borrower shall ensure that there shall at all times be on its board of directors one nominee of the Majority Lenders unless the Majority Lenders agree otherwise.
Board Nominee. At each of the next two annual meetings of stockholders where directors are elected, the Company agrees to place Hunter’s designee on the slate of directors for nomination to the Board at each such meeting. In addition, the Company agrees to cause a proposal to be put in front of the Board of Directors for its consideration at its next regular meeting following Hunter’s selection of a designee to elect such designee to a vacancy presently existing as of the date hereof on the Board of Directors.
Board Nominee. (a) If and for so long as the Investor has a 10% or greater Ownership Percentage, the Investor shall have the right but not the obligation to designate one Investor Nominee for election to the Board. For greater clarity, the Investor shall no longer be entitled to designate an Investor Nominee after the date on which this Agreement has been terminated in accordance with Section 7.12.
(b) The Corporation agrees to nominate and recommend for election, at each meeting of Shareholders at which Directors are to be elected, the Investor Nominee designated by the Investor in accordance with Section 2.1(d).
(c) The Investor agrees that any Investor Nominee and any replacement Investor Nominee shall meet all qualification requirements under Applicable Laws and Exchange rules, and have such skills and experience reasonably consistent with other individuals who hold directorships on mining companies listed on the Exchange, and such individual consents in writing to serve as a Director (the “Director Eligibility Criteria”).
(d) The Corporation shall provide the Investor with written Notice (the “Nomination Notice”), promptly, and in any event, not less than 90 days in advance of the date set for the meeting of Shareholders at which Directors are to be elected. The Nomination Notice shall include a request for the identification of any Investor Nominee and the detailed information required to be included in an information circular with respect to the appointment of any Investor Nominee. The Investor shall be required to, not later than 45 days in advance of the date set for a meeting of Shareholders of which the Investor is notified pursuant to this Section 2.1(d), provide the Corporation with written Notice of the identity and particulars requested in the Nomination Notice. If the Investor does not advise the Corporation of the identity of the Investor Nominee at least 45 days prior to the date set for the meeting of Shareholders at which Directors are to be elected (for any reason other than failure by the Corporation to provide the Investor with the Nomination Notice within the period prescribed by this Section 2.1(d)), then the Investor will be deemed to have nominated the incumbent Investor Nominee, or if there is no incumbent Investor Nominee, no nominee.
(e) If at any time, there is no Investor Nominee on the Board, the Investor may request the appointment of an Investor Nominee, and the Board shall appoint such Investor Nominee to the Board (and/or the Corporat...
Board Nominee. (i) The Investor shall have the right to nominate one member of the Board (the “Investor Nominee”); provided that
(1) the nomination and appointment of the Investor Nominee is considered by the Board (which shall, for the purposes of this Section 4(k), exclude the Investor Nominee) to be in the best interest of the Company and its shareholders as a whole; and
(2) the Investor Nominee shall pass the Company’s conflict and background check in accordance with common and usual standards and policies generally applicable to the appointment and nomination of a director of the Company. The Company shall use its reasonable efforts to complete all applicable internal procedures and to give effect to the appointment of Investor Nominee as the member of the Board as soon as practicable following the Closing, and in any event not later than 31 August 2011.
Board Nominee. The Board of Directors of the Company shall have elected ▇▇▇▇▇ ▇▇▇▇▇ to the Board of Directors of the Company as the Purchaser Nominee effective upon the satisfaction of the terms of Section 4(a) of the Escrow Agreement; and the THSI Principals shall have executed and delivered to the Escrow Agent, for deposit into escrow pursuant to the terms and conditions of the Escrow Agreement, an agreement substantially in the form attached hereto as Exhibit D hereto wherein the THSI Principals agree to vote their shares for the election of the Purchaser Appointee as a director of the Company (the "Voting Agreement").
Board Nominee. Upon the written request of Aura, Ontro's Board of Directors shall appoint to a vacant seat or other seat the Board of Directors has the power to appoint a person to on Ontro's Board of Directors one individual designated by Aura who is approved by Ontro which approval shall not be unreasonably withheld.
Board Nominee. After the Appointment Date, at the first such time that the Investor (together his immediate family members and their respective Affiliates) collectively beneficially owns less than 5% of the Common Shares, as determined in accordance with Rule 13d-3 of the Exchange Act, the Investor shall no longer have the right to designate any Board Nominee and, if requested by the Company, the Investor shall cause the Board Nominee to promptly tender his or her resignation to the Board.