Designation Right Clause Samples
A Designation Right clause grants a party the authority to appoint or designate individuals, entities, or assets for a specific purpose within the agreement. For example, this clause may allow one party to select a subcontractor, name a beneficiary, or assign a particular asset to fulfill contractual obligations. Its core function is to provide flexibility and control over certain key decisions, ensuring that the party with the designation right can tailor aspects of the agreement to best suit their needs or interests.
Designation Right. The Board shall have four (4) members. For so long as K2 is the Majority Series A-1 Preferred Shareholder, K2 shall be entitled to designate one (1) Director (“K2 Director”); for so long as Matrix is a holder of any Series A-2 Preferred Share, Matrix shall be entitled to designate one (1) Director (“Matrix Director”); for so long as Taikang is a holder of any Series C Preferred Share, Taikang shall be entitled to designate one (1) Director (“Taikang Director”, collectively with K2 Director and Matrix Director, as “Investor Directors”). The other one (1) Director shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares) (“Ordinary Director”). Notwithstanding anything to the contrary, each director of the Company shall have one (1) vote for each of the matters submitted to the Board, provided that Ordinary Director of the Company shall have four (4) votes for each of the matters submitted to the Board. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director. The board of directors of HK Company shall have seven (7) members, of which one (1) shall be Taikang Director, one (1) shall be Matrix Director, one (1) shall be K2 Director and the other four (4) directors shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares). Notwithstanding anything to the contrary, each director of the HK Company shall have one (1) vote for each of the matters submitted to the board of HK Company.
Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist of up to nine (9) members, which number of members shall not be changed except pursuant to an amendment to the Restated M&A. For so long as NLVC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, NLVC shall be entitled to designate one (1) Director (the “NLVC Director”). For so long as Hike holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Hike shall be entitled to designate one (1) Director (the “Hike Director”). For so long as Qiming holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Qiming shall be entitled to designate one (1) Director (the “Qiming Director”). For so long as SCC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, SCC shall be entitled to designate one (1) Director (the “SCC Director”, together with the NLVC Director, the Hike Director and the Qiming Director, the “Investor Directors”, each an “Investor Director”). The Founder Holdcos shall have the right to appoint and remove up to five (5) Directors (the “Ordinary Directors”, and each an “Ordinary Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long as the Key Parties and the Founder Holdcos hold any Share of the Company, the Founder Holdcos shall be entitled to appoint more than the majority of the directors of the Board of the Company. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director.
Designation Right. So long as KRH beneficially owns at least 5% of the Membership Units in Holdings II, KRH shall have the right to designate a number of persons for appointment or nomination, as the case may be, for election to the Board (each, a “Designee”).
Designation Right. As of the date of this Agreement, the Board consists of nine (9)
Designation Right. (a) So long as JLL (as defined below) holds in the aggregate, at least 934,488 limited liability company membership interests designated as “Common Interests” of JGWPT LLC (“JGWPT Holdings LLC Common Interests”) or at least 20% of the aggregate number of JGWPT Holdings LLC Common Interests then held by members of JGWPT Holdings, LLC who were members of JGWPT Holdings LLC (or its predecessor of the same name) on July 12, 2011, then JLL shall have the right to designate four (4) persons for appointment or nomination, as the case may be, for election to the Board (each, a “JLL Designee”), as specified in Section 1.2(a). For purposes of this Agreement, “JLL” means the JLL Holders, JLL Fund V AIF I, LP, a Delaware limited partnership, JLL Fund V AIF II, LP, a Delaware limited partnership, any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by JLL Partners, Inc., or any affiliate of any of the foregoing (including JLL Partners, Inc.).
Designation Right. For so long as the Series A Investor holds any Preferred Share then outstanding, the Series A Investor shall be entitled to designate one (1) Director (the “Series A Director”), who shall initially be ▇▇. ▇▇▇▇ Huadong (王华东) (a citizen of the PRC with his Identity Card Number 370982198503292054). For so long as there is any Series B Preferred Share outstanding and TBP holds any Series B Preferred Shares, TBP shall be entitled to designate one (1) Director (the “Series B Director”) who shall initially be Ms. SUN Tingting (a citizen of the PRC with Identity Card Number 372301198308100329). For so long as there is any Series C Preferred Share outstanding and YOUYI holds any Series C Preferred Shares, YOUYI shall be entitled to designate one (1) Director (the “Series C Director”). For so long as there is any Series D Preferred Share outstanding, the Majority Series D Preferred Shareholders shall be entitled to designate one (1) Director (the “Series D Director”). For so long as there is any Series E Preferred Share outstanding, the Majority Series E Preferred Shareholders shall be entitled to designate one (1) Director (the “Series E Director”, together with the Series A Director, Series B Director, the Series C Director and the Series D Director, the “Investor Directors”), and the holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a single class shall be entitled to elect two (2) Directors by a majority vote. Mr. ▇▇▇ ▇▇▇▇, being a Director appointed by the holders of the Ordinary Shares, shall have seven (7) votes for any matter which is subject to Board approval, and each of the other Directors shall have one (1) vote for any matter which is subject to Board approval. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director.
Designation Right. If the number of shares of Common Stock owned by the Stockholders, collectively, is reduced such that the Stockholders hold in the aggregate less than 25% but more than 15% of the outstanding Common Stock, Oaktree shall have zero (0) Designation Rights, provided that if at any time that Oaktree’s Designation Rights would otherwise decrease to zero under this clause, if MTS has a Designation Right and Oaktree owns a greater number of shares of Common Stock than MTS, MTS’s Designation Right shall terminate and shall instead inure to the benefit of Oaktree.
Designation Right. The Board of the Company shall consist of not more than three (3) directors. The Investor shall be entitled to designate two (2) directors to the Board of the Company (each, an “Investor Director” and collectively, the “Investor Directors”) and the Founder shall be entitled to designate one (1) director to the Board.
Designation Right. As from:
Designation Right. The Board of the Company shall consist of not more than five (5) directors. For so long as the Investor holds any Investment Securities, the Investor shall be entitled to designate one (1) director to the Board of the Company.