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.
Appears in 2 contracts
Sources: Share Subscription Agreement (Semiconductor Manufacturing International Corp), Share Subscription Agreement (China Investment Corp)