Nomination of Director Sample Clauses
The Nomination of Director clause outlines the process and criteria by which individuals may be proposed and selected to serve as directors on a company's board. Typically, this clause specifies who has the authority to nominate candidates—such as shareholders, a nominating committee, or a particular class of investors—and may set forth requirements like advance notice, eligibility standards, or supporting documentation. Its core practical function is to ensure a transparent and orderly method for appointing directors, thereby preventing disputes and promoting good corporate governance.
Nomination of Director. Parent and Avenue Capital shall have entered into the Parent Director Nomination Agreement.
Nomination of Director. (a) Effective as of the Effective Date and until the date on which one (1) MLD Royalty Product (as defined in the APA), in respect of which Orchard Therapeutics (Europe) Limited has obtained a marketing authorization or biologics license application and made the first bona fide commercial sale for which revenue has been recognized (the “Director Nomination Term”), as further described below, GSK shall have the right to nominate one (1) individual reasonably acceptable to the Company (the “Nominee”) to serve on the Board of Directors of the Company (the “Board”) as a Class III director. Subject to Section 1(b), during the Director Nomination Term, the Board and all applicable committees and subcommittees thereof shall take all action necessary so that the Nominee shall stand for election by the Company’s shareholders (the “Shareholders”) at each annual general meeting of the Company at which Class III directors are required to stand for re-election (each, an “Annual Meeting”), it being understood that the next such Annual Meeting is scheduled for the year 2021. The Company agrees to (i) include the Nominee in any proxy statement or written consent prepared by the Company for each such Annual Meeting and recommend and solicit proxies for the election of the Nominee at each such Annual Meeting (and at every adjournment or postponement thereof), (ii) cause all ordinary shares represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the Nominee, and (iii) otherwise support the Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.
(b) As a condition to the nomination of the Nominee in accordance with this Section 1, the Nominee shall provide any information that the Company reasonably requires, including without limitation information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards and information in connection with assessing eligibility, independence or other criteria applicable to directors under applicable law, stock exchange rules or listing standards. If, at any time (including without limitation, prior to the Nominee’s election or re-election to the Board), the Board learns of a Disqualifying Event (as defined below), then the Board may, in its sole discretion, (i) not take any of the actions required by Section 1(a) above (and the Company shall h...
Nomination of Director. Each of the Purchasers nominates ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ to the Board of Directors of the Seller in accordance with their right to nominate the board member under Section 5.02(c)(1)(i) of the Bylaw Amendment to the Seller's Bylaws.
Nomination of Director. (a) Effective as of the date of this Agreement, the Company will cause K. ▇▇▇▇ ▇▇▇▇▇ to be elected a member of the Board of Directors of the Company as a "Class II" director.
(b) At the annual meeting of stockholders of the Company to be held in the year 2000, the Company and the Company's Board of Directors will nominate and recommend to the Company's stockholders K. ▇▇▇▇ ▇▇▇▇▇ to serve on the Board of Directors of the Company as a "Class II" director. The Company also shall use its reasonable efforts to solicit from the stockholders of the Company eligible to vote in the election of directors at such meeting a proxy to vote for K.
Nomination of Director. At any meeting of the stockholders of the Corporation at which directors are to be elected and for so long as the Amended Note shall remain outstanding, the management of the Corporation shall, at the written request of Purchaser, nominate Purchaser (or his nominee) to be elected to the Board of Directors of the Corporation. If Purchaser chooses not to exercise his right to be named or nominated, or to have his nominee named or nominated, as a director at any time, Purchaser (or his nominee) shall have the right to attend any and all meetings of the Corporation's Board of Directors as an observer, and the Corporation shall provide Purchaser (or his nominee) with the same advance notice of such meetings as is provided to the Corporation's Board of Directors.
Nomination of Director. Immediately following the Closing, the Company agrees to take such steps as are necessary to increase the number of members of the Board of Directors and elect Kenn▇▇▇ ▇▇'uan-K'ai L▇▇▇▇ ▇▇ fill such vacancy. Additionally, the Company agrees to nominate Mr. ▇▇▇▇▇ ▇▇ the Compensation Committee of the Board of Directors.
Nomination of Director. The Company shall nominate ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ for re-election as a director at each of the Company’s two annual meetings of shareholders immediately following the Closing. The Company’s obligations under this Section 4.4 shall be conditioned on ▇▇. ▇▇▇▇▇▇▇’▇ being willing and eligible under all applicable laws and regulations to serve on the Board of Directors. ▇▇. ▇▇▇▇▇▇▇ shall not receive any compensation for serving on the Board of Directors of the Company until such time as he is first elected to such position by a vote of the public shareholders of the Company, following which he will be entitled to the same compensation as the independent members of the Board of Directors of the Company. The terms of this Section 4.4 shall survive the Closing but shall cease to be binding upon the early termination of this Agreement pursuant to the terms hereof.
Nomination of Director. Iroquois Capital Opportunity Fund, LP (“Lead Investor”) shall be permitted, upon written notice thereof delivered to the Secretary or other officer of the Company (the “Director Nomination Notice”), to nominate one (1) director to the Board of Directors of the Company, and each Subsidiary (“Nominated Director”) which director shall begin to serve immediately as a director of the Company after the delivery of the Director Nomination Notice. As of the Closing Date, there will be one vacancy on each such Board of Directors available for the director to be designated by a Majority in Interest pursuant to this paragraph; provided, however, it is understood that the Lead Investor need not exercise its rights to nominate a director pursuant to this Section 9(v) and may at anytime waive such right temporarily or permanently. The nominated director (i) shall be elected appointed or designated in accordance with the Company’s and Subsidiary’s articles of incorporation, (ii) shall be entitled to one vote in connection with any matter subject to a vote or other approval of such Board of Directors (with each remaining directors entitled to one vote each), and (iii) may be removed only in accordance with the Company’s articles of incorporation. In the event there is any vacancy created by the death, resignation or other removal of the nominated director, the Lead Investor shall have the right to nominate a replacement director, which director shall begin to serve immediately as a director of the Company and Subsidiary and whose directorship shall be subject to election in accordance with the Company’s and Subsidiary’s articles of incorporation at the next held general meeting. The nominated director shall be entitled to and shall receive the same compensation, reimbursement, insurance, benefit, protections and rights as the other directors of the Company and Subsidiary. It is agreed that the actions and advice of any person while serving pursuant to this section as a director at meetings of a Board of Directors shall be construed to be the actions and advice of that person alone and not be construed as actions of the Lead Investor or any Subscriber as to any notice, requirements or rights of Lead Investor or any Subscriber under the Transaction Documents, nor as action of the Lead Investor or any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such actions or notices shall be deemed actions or notices to the Lead Investor or Subscri...
Nomination of Director. Each of the Shareholders agrees that, subject to Section 9.2, upon the death of a Management Shareholder, the right of such Management Shareholder to nominate a director shall devolve to the heir or heirs of such Management Shareholder who become the owner or owners of such Management Shareholder's shares of the Company; provided, however, that the nominee of such heir or heirs -------- to serve as a Director of the Company shall be subject to the approval of a majority of the other Directors of the Company, such approval not to be unreasonably withheld.
Nomination of Director. 8 6.2 Amendment to Existing Investors' Rights Agreement................. 8 7. MISCELLANEOUS.......................................................... 8