Right to Nominate Directors Sample Clauses
The Right to Nominate Directors clause grants a specified party, such as a major shareholder or investor, the authority to propose individuals for appointment to the company's board of directors. Typically, this right is tied to holding a certain percentage of shares or meeting other agreed-upon criteria, and may allow the nominating party to put forward one or more candidates for board positions. This clause ensures that key stakeholders have a direct influence on the company's governance, helping to protect their interests and provide oversight by allowing them to participate in board-level decision-making.
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Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.
Right to Nominate Directors. After completion of the Purchaser's purchase of Class A Common Shares pursuant to Article 3, the Purchaser and RTZA will have the right to nominate for submission to the Company's stockholders at stockholders' meetings or in connection with any consent solicitation for the election of directors, the number of directors (rounded to the nearest whole number) (which nominees may be nominees for Class A Directors or Class B Directors) which is proportionately equal to the aggregate percentage ownership of the Purchaser and RTZA of all outstanding shares of Class A Common Stock and Class B Common Stock; provided, that the percentage that the number of Class B Directors nominated by the Purchaser and RTZA bears to the total number of Class B Directors shall not exceed the
Right to Nominate Directors. Notwithstanding anything in this Agreement to the contrary, the Advent Holders shall have the right to designate three (3) individuals who will serve as the Advent Designees for so long as the Advent Holders own, in the aggregate, at least ten percent (10%) of the total number of outstanding shares of Series A Preferred Stock.
Right to Nominate Directors. Any director nominated by Glencore under the Amended and Restated Corporate Governance Agreement shall be a "Glencore Nominee" for the purposes of this Agreement.
Right to Nominate Directors. The Investor Parties, I-Pulse and the Corporation agree to take all such actions and do all such things as may be necessary to fix and to maintain at all times the number of directors of the Board at seven (7) directors.
Right to Nominate Directors. 6.1.1 After the date hereof, the Company and the Shareholder Parties shall take all necessary and desirable actions within their control to cause the nominating committee of the Board (the “Nominating Committee”) to nominate and recommend to the Board, including self-nominations, the following individuals for election to the Board as directors (each, a “Director”):
(a) for so long as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is the Chief Executive Officer of the Company, or, together with his Affiliates, Beneficially Owns at least five percent (5%) of the issued and outstanding voting shares of the Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(b) for so long as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is the Chief Financial Officer of the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(c) until the expiration of the term of office of the Class III Directors in office on the date hereof, one individual designated in writing by the Sponsor, who shall initially be as specified in the Business Combination Agreement; and
(d) until the later of (i) the expiration of the term of office of the Class III Directors in office on the date hereof and (ii) such time as the DMGV Group no longer Beneficially Owns ten percent (10%) or more of the issued and outstanding voting shares of the Company, one individual designated in writing by DMGV, who shall initially be as specified in the Business Combination Agreement.
6.1.2 The remaining Directors will be nominated by the Nominating Committee in accordance with its policies and procedures.
6.1.3 The Memorandum and Articles of Association shall (to the extent permitted by applicable Law) provide that Directors may designate alternate directors.
6.1.4 For so long as DMGV has a designee on the Board, DMGV may, at its election and at any time by written notice to the Company, appoint a DMGV Observer to the Board to attend all meetings of the Board (and any committee thereof). The DMGV Observer shall be entitled to receive all notices, written documents and materials provided to the Directors and to be invited to, attend and speak at all meetings of the Board and its committees in a non-voting capacity. For the avoidance of doubt, no observer shall be liable toward the Company or any shareholder with respect to any action or inaction of the Board or its committees. DMGV shall treat all information it learns through its DMGV Observer as Confidential Information. The DMGV Observer shall execute a confidentiality agreement in a form reasonably approved by the Board. Notwithstanding the above, the Company shall have the rig...
Right to Nominate Directors. The Investor shall have the right to nominate, appoint and maintain in office at least one (1) director on the board of directors of Beijing Pypo. Upon the death, resignation or incapacity of such director nominated, the Investor shall be entitled to nominate a replacement thereto. The Investor may appoint or remove the director nominated by it by notice to Beijing Pypo signed by it or on its behalf. The appointment and removal of any Investor Director shall reside only with the Investor and shall take effect when the notice is delivered by the Investor to Beijing Pypo, unless the notice indicates otherwise. The Parties shall use their respective powers in Beijing Pypo to ensure the Investor Director(s) is appointed to or removed from the board of directors of Beijing Pypo in the manner set out in this Agreement.
Right to Nominate Directors. The Company agrees that:
(a) from the date of this Agreement until such time as the Investors and their Affiliates collectively no longer hold a Substantial Interest, the Company shall nominate one nominee of Trooien for election to the board of directors of the Company;
(b) in the event the Investors and their Affiliates collectively at any time no longer hold a Substantial Interest, Trooien shall immediately cause his nominee on the board of directors of the Company to resign; and
(c) the Company shall include in any management information circular relating to the election of directors of the Company such information as is required under applicable law with respect to the election of the person nominated by Trooien under paragraph 3.1
(a) above and the Company shall use an equal effort to elect such nominees as it uses to elect all other nominees for election of directors by its members, including, without limitation, recommending the election of the person nominated by Trooien and soliciting from the shareholders of the Company proxies in favour of such nominees.
Right to Nominate Directors. The Board of Directors of the Corporation shall consist of five directors. Each of the Shareholders shall have the right to nominate two of the members of the Board and the fifth nominee shall be mutually designated by the both of the Shareholders. If the Shareholders for any reason cannot agree on the candidacy of such fifth nominee, then Stanford shall have the right to designate a nominee of its choice. Any vacancy created due to the death, removal or resignation of a director nominated by one Shareholder may only be replaced with a nominee designated by such Shareholder (all the nominees designated pursuant to this Section 3.1 collectively, the "Shareholders' Nominees") in accordance with Nevada law.
Right to Nominate Directors. Suqian Juhe is entitled to nominate the candidates of the Company’s directors (“Nominated Directors”) and the Parties hereto shall vote in favor of Suqian Juhe’s proposal for nomination of at least one (1) nominated director. After such candidate becomes the Company’s director, the Parties hereto shall cause the directors to vote at the board of directors in favor of Suqian Juhe’s proposal for nomination of one (1) director as the member of the audit committee. Notwithstanding the foregoing, where the shares jointly held by JD Group and its subsidiaries (for the purpose of this Agreement, the “subsidiary”, with respect to any entity, refers to the subsidiaries with the financial statements that can be consolidated into the financial statements of such entity) are less than 50% of the Company’s shares subscribed by Suqian Juhe by executing the “Share Subscription Agreement”, i.e. 890,678,504 shares, the Parties hereto are no longer obliged to vote in favor of relevant proposals at the general meeting of shareholders as agreed, nor shall they cause the directors to vote in favor of relevant proposals at the board of directors, except that the number of shares held by JD Group and/or its subsidiaries is less than 50% due to the involuntary sale, transfer or abandonment of the Company’s shares they hold as required by laws and regulations.