Board Representatives. Immediately following Closing and for so long as the Shareholders own Air-Cure Stock issued to them in the Merger which in the aggregate is equal to or exceeds twenty percent (20%) of all issued and outstanding Air-Cure Stock, then the Shareholders shall have the right to cause to be nominated to the Air-Cure Board of Directors two (2) persons, not more than one of whom may be an employee of Air-Cure (which for purposes of this Section 7.9 includes any subsidiary of Air-Cure) and one (1) person who is not an employee of Air-Cure. Any such person designated by the Shareholders to be nominated as a director must meet the qualifications for membership on the Board of Directors which are generally applicable to all members of the Board of Directors. The designation of any such persons to be nominated to the Board of Directors shall be made by the Shareholders in a joint notice to Air-Cure. The persons nominated by the Shareholders shall be voted upon at the annual meeting of shareholders of Air-Cure. The Shareholders shall have the right annually to give their joint notice to Air-Cure of the directors whom they wish to be nominated to the Board of Directors at the Air-Cure annual meeting of shareholders. This notice shall be given by the Shareholders to Air-Cure in a timely manner which will permit Air-Cure to cause these persons to be included in Air-Cure's proxy statement and other necessary disclosures, communications, and filings. In the event any person so nominated by the Shareholders serves on the
Appears in 2 contracts
Sources: Merger Agreement (Johnson Mark E), Merger Agreement (Melcher Pierre S)