Nominee Directors Sample Clauses
A Nominee Directors clause outlines the rights and procedures for appointing directors to a company's board on behalf of specific shareholders or stakeholders. Typically, this clause allows certain investors or groups to nominate individuals to serve as directors, ensuring their interests are represented in board decisions. For example, a major investor may have the right to appoint one or more directors as long as they hold a minimum percentage of shares. The core function of this clause is to provide key stakeholders with direct influence over company governance, thereby protecting their interests and facilitating active participation in strategic decision-making.
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Nominee Directors. The number of Nominee Directors shall initially be three (3), nominated one each by the Wisconsin Counties Association, the League of Wisconsin Municipalities and the Green Tier Legacy Communities (the “Supporting Organizations”). Thereafter, so as to insure that at all times Representative Directors comprise a majority of the Board, at such time as the Commission has at least seven (7) Members, the number of Nominee Directors shall be increased to six (6) and at such time as the Commission has at least ten (10) Members, the number of Nominee Directors shall be increased to nine (9), in each case with the additional directors nominated by the Sponsoring Organizations as provided above. Nominee Directors may but need not be public officials. Each Nominee Director shall serve for an initial term expiring at the first annual Board meeting held after December 31, 2016. The successors to such Nominee Directors shall be selected by majority vote of the entire Board consistent with a nomination process to be established by the Board. Thereafter, Nominee Directors shall serve staggered three (3) year terms expiring at the Annual Board Meeting in every third year or until their respective successors are appointed. Any appointment to fill an unexpired term, however, shall be for the remainder of such unexpired term. The term of office specified herein shall be applicable unless the term of office of a Nominee Director is terminated as hereinafter provided, and provided that the term of any Nominee Director shall not expire until a successor thereto has been appointed as provided herein. The number of Nominee Directors may be increased or decreased by resolution adopted by the Board from time to time, provided, that any decrease in the number of Nominee Directors shall not decrease the term of any current director at the time of such decrease. A Nominee Director may be removed and replaced at any time by a majority vote of the Board.
Nominee Directors. Gazit-Globe shall promptly notify the Bank, in writing, of the identity of each individual it, or any of its affiliates, has, or will, nominate, from time to time, to the Board of Directors of EOI and in respect of whom it, or any of its affiliates, has directed a party (not being an affiliate of Gazit-Globe) to a Voting Agreement or an Approved Voting Agreement, pursuant to such Voting Agreement or Approved Voting Agreement, to vote, or cause to be voted, its and/or its affiliates’ securities in EOI in favor of such nomination at a shareholders’ meeting of EOI (any such individual nominated, as aforesaid, a “Nominated Director”), such notification shall, in addition, identify those individuals, in respect of whom it or any of its affiliates has so directed, as aforesaid, in order to comply with any obligation that Gazit-Globe or any of its affiliates may have under any other Voting Agreement or Approved Voting Agreement (any such individual, a “Third Party Directed Nominated Director”). For so long as any Voting Agreement or Approved Voting Agreement is in force, if at any time the majority of the Board of Directors of EOI is not comprised of Nominated Directors (disregarding, for the avoidance of doubt, any Third Party Directed Nominated Director), then such event shall be deemed to constitute prima facie evidence that a Change in Control pursuant to paragraph (b)(8) of clause 1.1.43 above shall have occurred.
Nominee Directors. The Debentureholders / Debenture Trustee shall have the right to appoint a nominee on the Board of Directors ("Nominee Director") in accordance with the provisions of the Debenture Trustee Regulations in the event of:
(i) two consecutive defaults in payment of Interest to the Debentureholders; and/or
(ii) default in redemption of the Debentures; The Nominee Director so appointed shall hold office until the payment of the Interest due to the Debentureholders or redemption of Debentures (as the case may be). The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Issuer shall take steps to amend its Charter for this purpose, if necessary.
Nominee Directors. For greater certainty, nothing in this Article 2 shall in any way restrict or prevent any director, officer, employee, representative or agent of Furukawa who is a director of JDS from discharging his or her fiduciary duties to JDS and its shareholders.
Nominee Directors. The Borrower acknowledges and consents to the right of the Lenders to appoint to the Board and replace from time to time while the Facility is outstanding directors of the Borrower in accordance with the provisions of this Agreement (“Nominee Directors”) /or an observer (the “Observer”) on behalf of all the Lenders, and will take all corporate action to effectuate such right (including, without limitation, amending the Borrower’s articles of association). Such appointment shall be in accordance with the Intercreditor Agreement.
Nominee Directors. The Company shall promptly notify the Bank, in writing, of the identity of each individual it, or any of its affiliates, has, or will, nominate, from time to time, to the Board of Directors of EOI and in respect of whom it, or any of its affiliates, has directed a party (not being an affiliate of the Company) to a Voting Agreement or an Approved Voting Agreement, pursuant to such Voting Agreement or Approved Voting Agreement, to vote, or cause to be voted, its and/or its affiliates’ securities in EOI in favour of such nomination at a shareholders’ meeting of EOI (any such individual nominated, as aforesaid, a “Nominated Director”), such notification shall, in addition, identify those individuals, in respect of whom it or any of its affiliates has so directed, as aforesaid, in order to comply with any obligation that the Company or any of its affiliates may have under any other Voting Agreement or Approved Voting Agreement (any such individual, a “Third Party Directed Nominated Director”). For so long as any Voting Agreement or Approved Voting Agreement is in force, if at any time the majority of the Board of Directors of EOI is not comprised of Nominated Directors (disregarding, for the avoidance of doubt, any Third Party Directed Nominated Director), then such event shall be deemed to constitute prima facie evidence that a Change of Control pursuant to paragraph (b)(8) of clause 1.1.21 above shall have occurred.
Nominee Directors. IREDA shall have the right to appoint and remove from time to time, Director(s) on the Board of Directors of the Borrower as set out in the Loan Agreement (such director(s) is/are hereinafter referred to as 'Nominee Directors” nominated.
Nominee Directors. The following applies to the ABN Representative and the SPV Representative(s) (or as otherwise specified):
(a) ABN may appoint one Director and the SPV may appoint up to two Directors from time to time;
Nominee Directors. Prior to the closing Ms. Su shall provide Affiliate with the name or names of Directors to be appointed to the Board of Directors of CIHS.
Nominee Directors. The parties acknowledge that some Directors are nominees of one or more of the Shareholders. Accordingly, the parties agree that, without limiting the Directors' duties as officers of any Group Company, those Directors may:
(a) report all matters concerning the Company and any deliberations of the Board to the Shareholders who nominated their appointment; and
(b) take advice and obtain instructions from the Shareholders who appointed them to the Board, provided that the persons to whom the information is disclosed are under confidentiality obligations in respect of such information which are no less onerous than those set out in this agreement.