New Nominee definition

New Nominee has the meaning given to it in paragraph 20.1;
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New Nominee shall have the meaning set forth in Section 2.1 below.
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New Nominee has the meaning given to it in paragraph 8.1 of Part 2 of Schedule 1;
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Examples of New Nominee in a sentence

  • In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure.

  • The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • The Investor will promptly provide all information relating to the New Nominee and other information to the extent required under applicable law to be included in the Company’s 2016 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2016 Annual Meeting.

  • The 2016 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominee as provided for the Company’s other independent director nominees.

  • Notwithstanding anything to the contrary, nothing in this Agreement shall prohibit or restrict any director of the Company, including the New Nominee, from exercising his or her rights and fiduciary duties as a director of the Company.

  • REPLACEMENT OF NOMINEE The Nominee may, at any time and entirely at its discretion, appoint any other person, corporate entity, body or organisation as a replacement Nominee (a “New Nominee”) provided that the Nominee is satisfied that such New Nominee is competent to perform the obligations of the Nominee under this Agreement, and that the New Nominee agrees to be bound by such obligations, before the departing Nominee can be released from such obligations.

  • So long as the New Nominee or the Additional Designee is a member of the Board, all Board consideration of Extraordinary Transactions will take place only at the full Board level or by a committee thereof of which the New Nominee and the Additional Designee (to the extent on the Board) is offered the opportunity to be a member thereof.

  • Notwithstanding anything to the contrary, nothing in this Agreement shall prohibit or restrict any director of the Company, including any New Nominee, from exercising his or her rights and fiduciary duties as a director of the Company.

  • Upon his appointment to the Board and at all times while a member of the Board (subject only to Section 2.3(b) below) and without limitation of the terms set forth in Section 2.1(b), the Company also agrees to appoint the New Nominee to the Nominating and Corporate Governance Committee of the Board (subject for the avoidance of doubt to the New Nominee being eligible to serve in such capacity pursuant to applicable law and stock exchange rules).

  • The Company agrees to solicit proxies for any New Nominee nominated for election at the 2015 Annual Meeting pursuant to this Section 1(d) and include any such New Nominee in its slate of nine (9) nominees (the “2015 Company Slate”) for election as directors of the Company at the 2015 Annual Meeting in the same manner as it does for all the other incumbent members of the 2015 Company Slate.


More Definitions of New Nominee

New Nominee and together with the Continuing Nominees and the Appointed Nominee, the “Nominees”). The Board shall recommend that the stockholders of the Company vote to elect the Nominees as directors of the Company.
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Related to New Nominee

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.