Examples of Apollo Nominees in a sentence
The Company shall not, and shall not permit any of its Subsidiaries to, without the consent of holders of a majority of the Shares held by Apollo, take any action under Section 4.2(b) of this Agreement that requires the approval of the Apollo Nominees, if any of the Apollo Nominees are Persons whose removal from the Board of Directors has been requested at or prior to the time of such action by Apollo.
Unless otherwise approved in advance in writing by all the Apollo Nominees, each and every committee of the Board of Directors shall be comprised of three directors, one of whom shall be an Apollo Nominee and at least one of whom is selected by the Board of Directors but who is not also a member of management of the Company.
At such time as Apollo, together with any and all of its Permitted Transferees, cease to hold in aggregate 50% or more of the Shares issued to Apollo on August 5, 1998, Apollo shall be entitled, but not required, to nominate only two Apollo Nominees in accordance with this Section 4, one of whom shall be one of the directors elected by the holders of the Series A Preferred Stock if any shares of the Series A Preferred Stock are outstanding.
At such time as Apollo, together with any and all of its Permitted Transferees, cease to hold in aggregate 33.33% or more of the Shares owned by Apollo on August 5, 1998, Apollo shall be entitled, but not required, to nominate only one Apollo Nominees in accordance with this Section 4, who shall be the one director elected by the holders of the Series A Preferred Stock if any shares of the Series A Preferred Stock are outstanding.
For purposes of the nomination right set forth in this Section 3.1, the employees of or consultants to AGM and its Affiliates who are on the Board of Directors as of the date hereof (other than the Chief Executive Officer of the Company) shall be deemed to be Apollo Nominees.
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Notwithstanding the foregoing, the number of Apollo Nominees shall not equal or exceed a majority of the individuals nominated to serve on the Board of Directors unless the Percentage Interest of the Apollo Shareholders is greater than fifty percent (50%).
The Executive Committeeshall have authority, subject to applicable law, to take all actions that (A) are ancillary to or arise in the normal course of the businesses of the Company, or (B) implement and are consistent with resolutions of the Board of Directors provided, however, that such Executive Committee shall not be authorized to take any action which, if proposed to be taken by the full Board of Directors would require the affirmative vote of the Apollo Nominees in accordance with Section 4.2.
The Executive Committee shall have authority, subject to applicable law, to take all actions that (A) are ancillary to or arise in the normal course of the businesses of the Company, or (B) implement and are consistent with resolutions of the Board of Directors provided, however, that such Executive Committee shall not be authorized to take any action which, if proposed to be taken by the full Board of Directors would require the affirmative vote of the Apollo Nominees in accordance with Section 4.2.
To transact any other business of which due notice shall have been received.By Order of the Board GUNN CHIT GEOK (MAICSA 0673097) CHEW SIEW CHENG (MAICSA 7019191)Company Secretaries PenangAnnual Report 2013 • D’nonce Technology Bhd (503292-K)29 January 2014NOTICE OF ANNUAL GENERAL MEETING (cont'd) Note A This Agenda Item is meant for discussion only as the provision of Section 169 (1) of the Companies Act 1965 does not require a formal approval of the shareholders and hence is not put forward for voting.