Appointment and Nomination Sample Clauses

Appointment and Nomination. Upon the Closing (as defined in the Securities Purchase Agreement), the Company's Board will be fixed at ten (10) persons and the Company will cause the following appointments to be made: (i) Three (3) Investor Group Designees shall be appointed to the Board, with each such Investor Group Designee appointed to a separate class of directors. (ii) One (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a)(i) shall be appointed to the Company's nominating committee. (iii) One (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a)(i) shall be appointed to the Company's compensation committee. (iv) Five (5) Independent Directors shall be appointed to the Board. Thereafter, during the term of this Agreement and for so long as the Investor Group holds at least a Minimum Interest and subject to Sections 3.2(b) and 3.3, (i) the Company's nominating committee shall recommend to the Board that the Investor Group Designees be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual meeting of stockholders for which an election is held for such class of directors, (ii) the total size of the Board shall be fixed at ten (10) persons, (iii) one (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a) or 3.2(b) shall be appointed to each of the Company's nominating committee (which committee shall be set at three (3) members consisting of the Company's Chief Executive Officer, an Investor Group Designee, and an Independent Director appointed by the Company's Chief Executive Officer) and compensation committee and (iv) in connection with each annual meeting, the Company's nominating committee shall recommend to the Board a slate of nominees which, if elected at such annual meeting, would conform with the requirements of the composition of the Board to be in effect upon the Closing, and the Board shall recommend such slate to the stockholders. In the event that any of such Investor Group Designees shall cease to serve as a director for any reason, the vacancy resulting thereby shall be filled according to the procedures described in the previous sentence.
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Appointment and Nomination. Upon the Closing (as defined in the Securities Purchase Agreement), the Company's Board of Directors will be fixed at ten (10) persons and the Company will cause the following appointments to be made: (i) Three (3) Investor Group Designees shall be appointed to the Company's Board of Directors, with each such Investor Group Designee appointed to a separate class of directors. (ii) One (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a)(i) shall be appointed to the Company's nominating committee.
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Appointment and Nomination. (a) The Company hereby represents and warrants to BlueMountain that, effective immediately after the execution and delivery hereof: (i) Xxxxxxx Xxxxx has resigned from the Company Board and all committees thereof and Xxxxxxx has been seated in the vacancy on the Company Board resulting therefrom; and (ii) Xxxxxxx Xxxxx has resigned from the Utility Board and all committees thereof and Xxxxxxx has been seated in the vacancy on the Utility Board resulting therefrom. (b) Each of the Company Board and the Utility Board agrees to promptly appoint Xxxxxxx to appropriate committees of the applicable Board, as determined in such Board’s reasonable discretion. (c) The Company shall include a proposal to amend its Restated Articles of Incorporation (the “Charter”) to increase the maximum size of the Company Board to 15 members in the joint proxy statement of the Company and the Utility and on the joint proxy card of the Company and the Utility relating to the 2019 Annual Meeting and shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the requisite shareholder vote required to so amend the Charter (it being understood that such efforts shall not be less than the efforts used by the Company to obtain the requisite vote required to approve any other proposal included in the joint proxy statement of the Company and the Utility and on the joint proxy card of the Company and the Utility relating to the 2019 Annual Meeting). (d) The Company shall include Xxxxxxx as a nominee for election to the Company Board at the 2019 Annual Meeting recommended by the Company Board in the joint proxy statement of the Company and the Utility and on the joint proxy card of the Company and the Utility relating to the 2019 Annual Meeting and shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of Xxxxxxx to the Company Board at the 2019 Annual Meeting (it being understood that such efforts shall not be less than the efforts used by the Company to obtain the election of any other nominee nominated for election to the Company Board at the 2019 Annual Meeting). (e) The Utility shall include Xxxxxxx as a nominee for election to the Utility Board at the 2019 Annual Meeting recommended by the Utility Board in the joint proxy statement of the Company and the Utility and on the joint proxy card of the Company and the Utility relating to the 2019 Annual Meeting and shall use its reasonable best eff...
Sample 1
Appointment and Nomination. 20.1. The Customer, duly represented by the undersigned (if applicable), do hereby nominate and appoint the Service Provider and/or any of the Service Provider’s employees with power of substitution to render the Services to the Customer as determined in terms of this Agreement. The Service Provider has the right to obtain all the relevant information and documentation which the Service Provider deems reasonable for the purposes of the appointment. 20.2. Any person signing this Agreement on behalf of a company, closed corporation, trust or any other separate legal entity will be jointly and severally liable and accountable for payment of all amounts due in terms of the Agreement and any amendments thereof. Such a person signing this Agreement warrants that he has the authority to do so and that he will be personal liable and held responsible if the Customer does not perform in terms of the Agreement.
Sample 1
Appointment and Nomination. The Company agrees that, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) and Third Amended and Restated Bylaws (as amended from time to time, the “Bylaws”) and Delaware Law, and effective immediately following the later of the Closing and the Company’s 2019 annual meeting of stockholders, the Board shall (i) if there are not sufficient vacant seats on the Board at such time to be filled by the Hill Path Designees pursuant to Section 1(b), expand the size of the Board to create the number of vacancies to be filled by the Hill Path Designees pursuant to Section 1(b) and (ii) subject to Sections 1(d) and 1(e), appoint Xxxxx X. Xxxxxxxx (or his replacement as chosen in accordance with Section 1(f)) to fill a vacancy on the Board.
Sample 1
Appointment and Nomination. (a) Effective as of December 22, 2020, the board of directors of the Company (the “Board”) shall appoint Jxxxx Xxxxxxxx (the “Hill Path Designee”) to serve on the Board. The Nominating and Corporate Governance Committee of the Board and the Board will nominate the Hill Path Designee for election as one of the director nominees of the Company in connection with the 2021 Annual Meeting. The Company shall use reasonable best efforts to cause the election of the Hill Path Designee to the Board at the 2021 Annual Meeting consistent with the Company’s efforts to elect the other Company nominees. (b) Concurrent with the appointment of the Hill Path Designee to the Board, the Board shall take such action as is necessary such that the Designee is appointed to the Audit Committee of the Board, the Finance Committee of the Board, the Compensation Committee of the Board and to any executive committee of the Board exercising substantially all the typical authority or role of the Board that is formed on or after the date hereof; provided, that with respect to any such committee appointments, the Hill Path Designee is and continues to remain eligible to serve as a member of such committee pursuant to the Company Policies, applicable law and the listing standards of the Nasdaq Stock Market. Each committee of the Board shall invite all directors who are not members of such committee to be observers at such committee’s meetings, unless otherwise determined by the chair of such committee.
Sample 1
Appointment and Nomination. The Company shall appoint the Executive as a member of the Board for an initial three (3) year term commencing on the Effective Date (the "Initial Board Term").
Sample 1
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Related to Appointment and Nomination

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Appointment of mediator Within 10 Working Days of receipt of the notice referring the Dispute to mediation, the parties must attempt to agree on the identity of the mediator and, if they cannot agree within that timeframe, the mediator will be appointed by the President (or their nominee) of the New Zealand chapter of the Resolution Institute.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Appointment and Services (a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement. (b) The Trust appoints the Administrator to provide the fund accounting services set out in Appendix B to this Agreement (the “Fund Accounting Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Fund Accounting Services for the compensation set out in this Agreement.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

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