Right to Appoint Directors Clause Samples

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Right to Appoint Directors. During the Term (as defined below), Vitus shall have the right, but not the obligation, to appoint two (2) persons for election as directors of ▇▇▇▇▇▇ (each a “Vitus Nominee” and collectively, the “Vitus Nominees”). In this regard, Vitus shall each year, not more than forty-five (45) days after the end of ▇▇▇▇▇▇’ fiscal year, give written notice to the corporate secretary of ▇▇▇▇▇▇ as to the names of the Vitus Nominees to be proposed for election at the next meeting of shareholders of ▇▇▇▇▇▇ at which directors are to be elected (the “Notice”). In the event that Vitus fails to provide the Notice in the manner set out above, the two persons named by Vitus in the previous Notice or pursuant to section 2 of this Agreement, as the case may be, shall be deemed to be the Vitus Nominees. Vitus shall provide ▇▇▇▇▇▇ with any additional information with respect to the Vitus Nominees that ▇▇▇▇▇▇ may reasonably request, including information that may be required for a management information circular of ▇▇▇▇▇▇ or corporate or regulatory filings by ▇▇▇▇▇▇. Vitus may give written notice to the corporate secretary of ▇▇▇▇▇▇, not more than forty-five (45) days after the end of ▇▇▇▇▇▇’ fiscal year, that it does not wish to designate one or both of the Vitus Nominees, in which circumstance ▇▇▇▇▇▇ will not be required to propose one or both of the Vitus Nominees, as the case may be, for election at the next meeting of shareholders of ▇▇▇▇▇▇ at which directors are to be elected. Any such decision by Vitus to not designate one or both of the Vitus Nominees shall not negate any other provision of this Agreement and shall not be construed or interpreted as a waiver by Vitus of its right to designate Vitus Nominees under this Agreement in respect of future fiscal years.
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Right to Appoint Directors. Notwithstanding Section 9(h) of the Second Amendment to the Agreement of Limited Partnership of Rackspace, Ltd. to the contrary, 2M shall not have the right to participate with the other Class C Limited Partners in designating one director or manager of the Successor Entity under the terms set forth in such Section 9(h), nor for the purposes of Section 9(h) shall 2M's equity interest in the Partnership be included in determining whether the Class C Limited Partners hold 10% of the equity interests of the Successor Entity.
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Right to Appoint Directors 
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Right to Appoint Directors. Section 1.3 of the Original Agreement is amended by inserting new subsection (i) to read, in its entirety, as follows:
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Right to Appoint Directors. 10.1 For so long as RSGF is the owner of over 5% of the equity share capital of the Company RSGF will be entitled to appoint one Director of the Company. 10.2 For so long as NWEF is the owner of over 5% of the equity share capital of the Company NWEF will be entitled to appoint one Director of the Company. 10.3 For so long as BBI is the owner of over 2% of the equity share capital of the Company BBI will be entitled to appoint one Director of the Company. 10.4 For so long as Carclo is the owner of over 2% of the equity share capital of the Company Carclo will be entitled to appoint one Director of the Company. 10.5 RSGF appointees to the Board of Directors shall not be removed as directors without the prior consent of RSGF. 10.6 NWEF appointees to the Board of Directors shall not be removed as directors without the prior consent of NWEF. 10.7 BBI appointees to the Board of Directors shall not be removed as directors without the prior written consent of BBI unless BBI has not achieved at least 10% shareholding in the Company within 24 months after the date of this Agreement other than as a result of BBI making the requisite contributions but the Company failing to issue the relevant A1 Ordinary Shares. 10.8 Carclo appointees to the Board of Directors shall not be removed as directors without the prior written consent of Carclo unless Carclo has not achieved at least 10% shareholding in the Company within 24 months after the date of this Agreement other than as a result of Carclo making the requisite contributions but the Company failing to issue the relevant A1 Ordinary Shares. 10.9 No other director will be appointed to the Board of Directors without the prior written consent of each of the Investors. 10.10 The investment of RSGF (until written notice served on the Company by RSGF) will be managed by Enterprise Ventures Limited who may exercise any of the rights of RSGF under this Agreement or the Articles of Association on behalf of RSGF.
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Right to Appoint Directors. Notwithstanding Section 9(h) of the Second Amendment to the Agreement of Limited Partnership of Rackspace, Ltd. to the contrary, Norwest, Red Hat, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the New Investors, if any, shall not have the right to participate with the other Class C Limited Partners in designating one director or manager of the Successor Entity under the terms set forth in such Section 9(h), nor for the purposes of Section 9(h) shall Norwest's, Red Hat's, ▇▇▇▇▇▇ ▇▇▇▇▇▇'▇ or the New Investors equity interest in the Partnership be included in determining whether the Class C Limited Partners hold 10% of the equity interests of the Successor Entity.
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Right to Appoint Directors. The Members shall have the right to appoint the members of the Board of Directors.
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Related to Right to Appoint Directors

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • Failure to Appoint If the party receiving the notice fails to appoint a nominee or if the two (2) nominees fail to agree upon a Chairperson within seven (7) days of their appointment, the appointment shall be made by the Minister of Labour upon request of either party.

  • Right to Appeal Notwithstanding a determination by any forum listed in Section VI.D above that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right to apply to the court in which that Proceeding is or was pending, or to any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Such enforcement action shall consider the Indemnitee’s entitlement to indemnification de novo, and the Indemnitee shall not be prejudiced by reason of a prior determination that the Indemnitee is not entitled to indemnification. The Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • Directors as Agents To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Directors, a Director may not bind the Company.