Designation of Directors Sample Clauses
The Designation of Directors clause establishes the process by which individuals are appointed or nominated to serve on a company's board of directors. Typically, this clause outlines who has the authority to designate directors—such as specific shareholders, classes of shares, or external parties—and may specify the number of directors each party can appoint. For example, in a joint venture, each partner might have the right to designate a certain number of board members. The core function of this clause is to ensure fair and transparent governance by clearly defining how board representation is determined, thereby preventing disputes and aligning board composition with the interests of key stakeholders.
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Designation of Directors. (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal.
(b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that ▇▇▇▇▇ ▇▇▇▇▇▇▇ or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula:
(c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at ...
Designation of Directors. The two (2) Chicago designees to the Company’s Board of Directors described above (each a “Chicago Designee”) shall be designated by R▇▇▇▇▇ Chez, or his affiliates or designee (“Chicago Investor”). The one (1) New York designee to the Company’s Board of Directors described above (the “New York Designee”, and collectively with the Chicago Designees, the “Designees”) shall be designated by A▇▇▇▇▇ ▇▇▇▇ or his designee (“New York Investor”). The one (1) B▇▇▇▇▇▇▇ designee to the Company’s Board of Directors described above (the “B▇▇▇▇▇▇▇ Designee”, and collectively with the Chicago Designees and the New York Designee, the “Designees”) shall be designated by D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or his designee (“B▇▇▇▇▇▇▇”). Each Designee must be eligible under applicable law and regulations of Nasdaq and FINRA to serve on the Board, provided however, that the Designees shall not be required to be “independent” under Nasdaq Listing Rules.
Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇▇▇▇ Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same t...
Designation of Directors. 3.1 On the Closing Date, the Designated Directors shall be as follows:
(i) ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed;
(ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed;
(iii) ▇▇▇▇▇ ▇▇▇▇▇ shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and
(iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed.
3.2 The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to designate such persons at any time after the date hereof.
3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion:
(a) notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or
(b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director).
3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) the election to the Board of any such new Designated Director.
Designation of Directors. The Directors collectively shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable, including, without limitation, the following:
(a) managing the day-to-day operation of the Company;
(b) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;
(c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;
(d) investing Company funds;
(e) maintaining the assets of the Company in good order;
(f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;
(g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Directors may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Member unless expressly agreed in writing by the Member;
(h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Directors or a duly elected or appointed Officer of the Company, acting within the scope of his or her authority, to the business of the Company;
(i) entering into any and all other agreements with any other Person for any purpose in furtherance of the business of the Company, in such form as the Directors or a duly elected or appointed Officer of the Company, acting within the scope of his or her authority, may approve;
(j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company;
(k) selecting, removing and changing the authority ...
Designation of Directors. The designees to the Board described above (each a “Designee”) shall be selected as follows:
Designation of Directors. Following the Closing Date:
(i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10% or more of the outstanding Shares (the director designated by Apache, the “Apache Director”);
(ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by I Squared, the “I Squared Directors”); and
(iii) Blackstone shall have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone Directors”).
(iv) Apache shall have the one-time right to designate to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent Director.
(v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.
Designation of Directors. Prior to a Cheniere Separation Event, (a) the Class A Members shall have the right to designate three (3) Directors (the “Class A Directors”), who shall initially be [—], [—] and [—], and (b) the Class B Members shall have the right to designate one (1) Director (the “Class B Director”), who shall initially be [—]. After a Cheniere Separation Event, the Class B Members shall have the right to designate all of the Directors.
Designation of Directors. Subject to Sections 2.1.3, 2.1.5 and 2.1.6 and the Company Articles of Association, the following persons shall be elected to the Board:
(a) three (3) persons designated by Silver Lake, who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ (the “SLP Designees”);
(b) three (3) persons designated by KKR, one of whom shall be designated by KKR Millennium, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇, one of whom shall be designated by KKR Europe, who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and one of whom shall be designated by KKR Europe II, who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (the “KKR Designees”);
(c) one (1) person designated by Temasek, who shall initially be ▇▇▇▇ ▇▇▇▇ Tan, and who shall at all times be a person who qualifies as the Company’s Singapore resident director (the “Temasek Designee” and together with the SLP Designees and KKR Designees, the “Sponsor Designees”);
(d) one (1) person who shall be the then current Chief Executive Officer of the Company; and
(e) three (3) persons who shall, for so long as Section 2.5 shall be effective, be approved by Majority Sponsor Approval.
Designation of Directors. Each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, so as to elect as the members of the Board:
(a) (i) a total of three (3) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing;
(b) (i) a total of three (3) directors designated by the ▇▇▇▇▇ Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the ▇▇▇▇▇ Significant Investor and the PEP Significant Investor) for so long as such ▇▇▇▇▇ Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least two-thirds of the total number of Shares owned by ▇▇▇▇▇, PEP and their respective Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the ▇▇▇▇▇ Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the ▇▇▇▇▇ Significant Investor and the PEP Significant Investor) for so long as such ▇▇▇▇▇ Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by ▇▇▇▇▇, PEP and their respective Affiliates upon ...