Appointment Right. (a) From and after the earlier of (x) the 7th anniversary of the Closing Date and (y) the occurrence of a Remedy Event, so long as any Series C Shares remain outstanding and, with respect to Section 8.7(a)(y) such Remedy Event has not been cured by the Company or a Redemption Notice has not been delivered by the Company in accordance with the terms of the Series C Preferred Stock Certificate of Designation, the Requisite Purchasers shall have the right to cause the Company to retain an investment banker to identify and advise the Company regarding opportunities for a Company Sale and participate on the Company’s behalf in negotiations for, and to assist the Company in conducting, such Company Sale (the “Appointment Right”), the consummation of which shall be subject to the Requisite Purchasers’ consent. To exercise their Appointment Right, the Requisite Purchasers shall give prompt written notice to the Company (the “Appointment Notice”) of their intention to cause, to the extent consistent with Section 8.7(c), a Company Sale, which Appointment Notice shall identify three investment banks chosen by the Requisite Purchasers to conduct such Company Sale. Within thirty (30) days of the Company’s receipt of the Appointment Notice, the Company shall retain one of the investment banks (the “Investment Bank”) identified by the Requisite Purchasers in the Appointment Notice to investigate the advisability of, solicit interest in and, to the extent consistent with Section 8.7(c), negotiate for an orderly Company Sale with the objective of achieving the highest practicable value for the Company’s stockholders within a reasonable period of time. The Company shall cause its Board of Directors and officers to (i) cooperate with the Investment Bank in accordance with the procedures established by the Investment Bank and the Board of Directors of the Company, to solicit interest in an orderly Company Sale, (ii) use their reasonable efforts, consistent with their fiduciary obligations, to reach an agreement on the optimum structure and the terms and conditions for a Company Sale (including whether such Company Sale will be consummated by merger, sale of assets or sale of capital stock) and (iii) retain independent legal counsel, which shall be chosen by the Board of Directors but shall be reasonably acceptable to the Requisite Purchasers (“Company Counsel”), to advise the Company on such Company Sale. The Company shall pay all fees and expenses incurred in connection with...
Appointment Right. The Company's Management shall consist of one Managing Director, who shall be appointed for an initial term of two years; appointments for consecutive terms of up to three years are possible. Moreover, each of the Parties may request premature termination/recall of the Managing Director due to failure by the Managing Director to achieve annual business targets set forth in the business plan agreed to by the parties in connection with the formation of the Company, for the first three business years and later from time to time, at least three months before the end of a business year for the following business year.
Appointment Right. 36 Section 5.13
Appointment Right. For so long as the Obligations are outstanding, Hxxx Capital shall have the right to appoint and remove one (1) non-voting observer (a “Board Observer”) to the Board who will be entitled to attend all meetings of the Board and all committees thereof and receive all notices, written consents, resolutions, reports, and materials that a member of the Board or any such committee may receive from time to time from Borrower (at the same time as the members of the Board or any such committee receive such materials). The initial Board Observer shall be Mxxxxx Xxxx, Jr. and Hxxx Capital shall have the right to replace its Board Observer from time to time with another observer reasonably acceptable to Borrower (which observer may, in Hxxx Capital’s discretion, be someone independent from, and not an Affiliate of, Hxxx Capital).
Appointment Right. At any time when one or more Stockholders holds any shares of Series A Preferred Stock, then for so long as the Stockholders hold Securities representing in the aggregate at least 5% of the Company’s issued and outstanding shares of Common Stock (calculated on an as-converted basis and assuming conversion of all shares of Series B Preferred Stock then outstanding into shares of Series A Preferred Stock pursuant to Section 5 of the Certificate of Designations and the conversion of all shares of Series A Preferred Stock, including all such converted shares of Series B Preferred Stock, into Common Stock) (the “5% Threshold”), the Stockholder Representative, on behalf of all Stockholders, shall have the right to appoint a total of one (1) member to the Board of Directors. At any time when one or more Stockholders holds any shares of Series A Preferred Stock, then for so long as the Stockholders hold Securities representing in the aggregate at least 15% of the Company’s issued and outstanding shares of Common Stock (calculated on an as-converted basis and assuming conversion of all shares of Series B Preferred Stock then outstanding into shares of Series A Preferred Stock pursuant to Section 5 of the Certificate of Designations and the conversion of all shares of Series A Preferred Stock, including all such converted shares of Series B Preferred Stock, into Common Stock (the “15% Threshold” and together with the 5% Threshold, each an “Ownership Threshold”), the Stockholder Representative, on behalf of all Stockholders, shall have the right to appoint a total of two (2) members to the Board of Directors. Any director appointed pursuant to the terms of this Section 4.10(b) or nominated pursuant to Section 4.10(c) is sometimes referred to herein as a “Series A Director.”
