Board Representation Clause Samples
The Board Representation clause defines the rights and procedures for appointing individuals to a company's board of directors. Typically, it specifies which parties, such as investors or major shareholders, are entitled to nominate or designate board members, and may outline the number of seats each party can fill or the qualifications required for nominees. This clause ensures that key stakeholders have a formal voice in the company's governance, helping to align interests and provide oversight, thereby addressing concerns about influence and decision-making power within the organization.
POPULAR SAMPLE Copied 16 times
Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate.
(b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of th...
Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors.
5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1.
5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provid...
Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, be comprised of seven (7) Directors of whom: (i) two (2) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a designee of ITI (the "ITI Representative"), (iii) one (1) shall be a designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and (v) the others shall be Independent Directors acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) who, commencing with the election of Directors at the next annual meeting of stockholders, have been elected by the holders of a majority of the outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of a Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the outstanding Voting Securities held by the Stockholders has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the Investor Representatives to resign from the Board. For purposes hereof, the Series A Preferred Director (as defined in the Certificate of Designation) shall count as one of the two Investor Representatives.
(b) The Company shall take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) to cause the Investor Representatives to be duly appointed in acc...
Board Representation. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as ▇▇▇▇ ▇▇▇▇▇▇▇▇ is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares.
(b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ is the Chairman or a Co-Chairman of the Board.
(c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01.
(d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence.
(e) In the event that a vacancy is created at any time by the death, disability, resig...
Board Representation. (1) Subject to Section 2.2 hereof, at and following the Effective Date, each party to this agreement will take such action as may reasonably be in its power to cause the Board to include (i) six (6) Investor Group Designees, one (1) of whom, unless and until a ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, shall be the ▇▇▇▇▇▇▇▇▇ Designee, and (ii) five (5) Lender Group Designees. The Investor Group Designees (including the ▇▇▇▇▇▇▇▇▇ Designee) and the Lender Group Designees are sometimes collectively referred to herein as the "Designees" and individually as a "Designee."
(1) The Investor Group Designator, the Lender Group Designator and the ▇▇▇▇▇▇▇▇▇ Designator shall each give the Company timely notice (the "Notice of Designee") of the name of each person whom the relevant Stockholder Group wishes to be nominated by the Company for election or re-election to the Board at the next meeting of stockholders, or taking of action by written consent of stockholders, at which Directors are to be elected (an "Election Meeting"). At the option of any Stockholder Group Designator, the Notice of Designee may also specify one or more alternates (an "Alternate Designee") to serve in the event of the incapacity or other inability to serve of a Designee, as provided herein. The Investor Group Designees and the Lender Group Designees shall at all times include such number of Independent Directors as shall be required to comply with the provisions of Sections 2.3(b) and 2.3(c) hereof. Each Notice of Designee shall be in writing and shall be timely if delivered to the Secretary of the Company at the Company's principal executive offices not later than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the Election Meeting is more than 30 days before or after such anniversary date, the Notice of Designee to be timely must be so delivered not later than the later of (x) the close of business on the later of the 60th day prior to the Election Meeting and (y) the 20th day following the day on which public announcement of the date of the Election Meeting is first made by the Company. In no event shall the public announcement of an adjournment of an Election Meeting commence a new time period for the giving of the Notice of Designee as described above. If the Company has not received a Notice of Designee from any Stockholder Group Designator at a time when the relevant Stockhol...
Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.
Board Representation. The Stockholders, collectively, shall have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as...
Board Representation. Promptly upon the purchase by Acquisition Sub of Shares pursuant to the Offer and from time to time thereafter, Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall upon request by Parent, subject to the provisions of Section 1.3(b), promptly either increase the size of the Board (and shall, if necessary, amend the Company's by-laws to permit such an increase) or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Board and shall cause Parent designees to be so elected; provided, that, at all times prior to the Effective Time, the Company's Board shall include at least two members who are not designees of Parent. Promptly upon request by Parent, the Company will, subject to the provisions of Section 1.3(b), use its reasonable best efforts to cause persons designated by Parent to constitute the same percentage as the number of Parent's designees to the Board bears to the total number of directors on the Board on (i) each committee of the Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Parent and (iii) each committee of each such board or body.
Board Representation. (a) Until such time as Apollo no longer beneficially owns at least 50.1% of the total number of shares of Common Stock outstanding at any time:
(i) the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, five (5) persons designated at any time and from time to time by Apollo Management; and
(ii) upon written request from Apollo Management, the Company shall take promptly all action as shall be necessary to, and shall cause the Board of Directors to, increase the size of the Board of Directors by such number that, when taken together with the five (5) Apollo Designees designated pursuant to clause (a)(i) above, constitutes a majority of the positions on the Board of Directors. The Company shall cause the Board of Directors promptly to fill the vacancies created by such increase with persons designated by Apollo Management and, at the annual stockholder meeting following such written request from Apollo Management, shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, persons designated by Apollo Management to fill such vacancies.
(b) After such time as Apollo no longer beneficially owns at least 50.1%, but until such time as Apollo no longer beneficially owns at least 33 1/3%, of the total number of shares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, four (4) persons designated at any time and from time to time by Apollo Management;
(c) Until such time as Apollo no longer beneficially owns (i) in the case of an Apollo Designee designated in connection with an increase in the number of directors pursuant to clause (a)(ii) above, at least 50.1%, or (ii) in the case of any other Apollo Designee, at least 33 1/3%, of the total number of shares of Common Stock outstanding at any time, vacancies arising through the death, resignation or removal of such Apollo Designee may be filled only by a majority of the directors nominated by Apollo Management then in office and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until...
Board Representation. (a) The ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of ▇▇▇▇▇▇▇ Designees that the ▇▇▇▇▇▇▇ Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board.
(b) In the event that the ▇▇▇▇▇▇▇ Stockholders have designated for nomination by the Board less than the total number of designees the ▇▇▇▇▇▇▇ Stockholders shall be entitled to designate for nomination pursuant to Section 2.1(a), the ▇▇▇▇▇▇▇ Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the ▇▇▇▇▇▇▇ Stockholders to designate for nomi...