Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, DBSI and its Affiliates beneficially own fifteen percent (15%) or more (excluding any shares of Common Stock held by DBSI and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, DBSI shall have the right to designate a nominee (the “DBSI Nominee”) to serve on the Board of Directors of the Company; provided, however, such DBSI Nominee must be (i) “independent”, as defined within the meaning of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with DBSI or the Principal Additional Investor and (iii) approved by a majority of the members of the Board of Directors of the Company. The Board of Directors of the Company shall promptly appoint such DBSI Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed.
(b) In the event that immediately following the consummation of the transactions contemplated by the EPCA, either (i) DBSI and its Affiliates or (ii) the Principal Additional Investor and its Affiliates beneficially own thirty percent (30%) or more (excluding any shares of Common Stock held by DBSI and its Affiliates or the Principal Additional Investor and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, the DBSI Nominee and the Silver Point Nominee (as defined in the Principal Additional Investor Standstill Agreement) shall jointly have the right to designate an additional nominee who meets the requirements set forth in the proviso to Section 3.2(a) above (the “Investor Nominee”) to serve on the Board of Directors of the Company. Notwithstanding the foregoing, in the event that the Principal Additional Investor owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock immediately following the consummation of the transactions contemplated by the EPCA, such Investor Nominee shall be designated by DBSI, subject to the proviso set forth in Section 3.2(a) above. The Board of Directors of the Company shall promptly appoint such Investor Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed.
(c) The provisions of this Article III shall be of no further force or effect (A) with respect to the right to designate any Nominee, unless (x) the identity of the Nominee and (y) all rea...
Board Appointment Rights. (a) At any point in time at which an Event of Default (as defined below) is occurring and for so long as it continues, or otherwise beginning on the sixth anniversary of the Closing Date for so long as any of the Preferred Units remain Outstanding (the “Initial Designation Period”), the Kxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Initial Director Appointment Right”) one director to the Board (such person, the “Initial Director”), subject to Section 2(d). Beginning on the seventh anniversary of the Closing Date and for so long as any of the Preferred Units remain Outstanding (together with the Initial Designation Period, the “Designation Periods”) the Kxxxxxx Entities hereby grant the holder(s) of all Outstanding Preferred Units, the option and right to appoint (the “Additional Director Appointment Right” and together with the Initial Director Appointment Right, the “Director Appointment Rights” and each individually, a “Director Appointment Right”) two additional directors to the Board (i.e., three directors to the Board in total) (such persons, the “Additional Directors” and together with the Initial Director, the “Preferred Directors” and each individually, a “Preferred Director”), subject to Section 2(d).
(b) For purposes of this Agreement, an “Event of Default” shall occur at any time, and from time to time, when the Partnership (i) fails to pay in full, in cash and when due, any Series A Quarterly Distribution that is required to be paid after the Initial Accrual Period, or (ii) materially breaches any of its covenants in the Partnership Agreement, subject to the cure period set forth therein, and the Distribution Rate is increased to 20% pursuant to the Partnership Agreement, and shall continue until any accrued and unpaid distributions are paid in full and such breach is no longer ongoing.
Board Appointment Rights. Section 5.1 Certain Obligations of the Stockholders’ Committee 8 Section 5.2 APAM’s Obligations 10 Section 5.3 Board Observer 10
Board Appointment Rights. As a result of the purchase of Units under this Subscription Agreement, Subscriber will have the right to appoint four Governors to the Company’s Board of Governors under the Member Control Agreement, before giving effect to any additional units issued pursuant to the additional unit offer contemplated by paragraph 10.c. below. Subscriber agrees that, notwithstanding such right, Subscriber shall only appoint three Governors to the Board until the next annual or special member meeting of the Company, which meeting shall be held by August 31, 2011 or as soon as reasonably practicable after the SEC clears the proxy materials for such meeting. Further, Subscriber agrees that all appointed Governors shall meet and perform the Governor qualifications and duties and obligations under and in accordance with the Member Control Agreement. The Company agrees that the number of Governors serving on the Board immediately following the next annual or special member meeting shall be nine (9) Governors including appointed and elected Governors. The Company agrees to submit an amendment to the Member Control Agreement for approval at such next annual or special member meeting to establish the number of Governors including appointed and elected Governors serving on the Board at nine (9), provided such amendment shall maintain a Board appointment right of one Governor for every 9% of units held. Notwithstanding the foregoing appointment right or any provision in the Member Control Agreement to the contrary, Subscriber understands and agrees that Subscriber shall not be entitled to appoint a majority of the Governors to the 9-person Board unless Subscriber owns a majority of the units outstanding, and specifically Subscriber agrees that it shall not be entitled to appoint five (5) Governors if it holds 45% or more of the units outstanding (but less than a majority), provided the foregoing is subject to the terms and conditions of any subsequent subscription agreement to purchase units from the Company that the Company and Subscriber may enter into.
Board Appointment Rights. (a) Subject to the Listing Rules and the requirements of any waiver of the Listing Rules granted by NZX from time to time, for such time as the Manager is acting as manager pursuant to this Agreement, the Manager will be entitled, by notice in writing to the Company, to appoint up to two directors to the Board (and to substitute or remove such two directors by notice in writing to the Company). The Company will procure that its constitution expressly provides such right of appointment of Directors and the Company will use its best endeavours to obtain all necessary consents and waivers to maintain and give effect to the rights of the Manager under this clause 6.3(a).
(b) For the avoidance of doubt, nothing in this Agreement limits any right of Haumi Development Limited Partnership, or any successor thereto, to appoint any person as a director of the Company in accordance with the constitution or other document of the Company. Any such right would be separate from, and additional to, the rights of the Manager set out in this clause 6.3.
(c) The Company will, to the extent necessary, take all reasonable steps to maintain the currency of a waiver or ruling by NZX which will entitle the Manager to exercise its rights in accordance with clause 6.3(a). The Company will consult with the Manager regarding any communications with NZX regarding such waiver or the related provisions of the Listing Rules.
Board Appointment Rights. The Purchaser shall be entitled to appoint Xxxxxxx Xxxxx to serve as a member of the Board of Directors at any time prior to April 30, 2020 by giving notice to the Company of such appointment. The Company shall take all necessary actions to ensure that Xxxxxxx Xxxxx is duly elected after the date of such notice and shall continue to serve for so long as the Purchaser remains the beneficial owner of the Common Stock.
Board Appointment Rights. Concurrent with the Closing, the Board of Directors of the Purchaser shall (A) increase the number of members of the Board of Directors by one (1) and (B) appoint Xxxxxxx as a member of the Board of Directors of the Purchaser by the action of the Board of Directors of the Purchaser and without a shareholder vote. Thereafter, until the Board Appointment Termination Date (defined below), the Board of Directors of the Purchaser shall nominate Xxxxxxx for appointment to the Board of Directors of the Purchaser for approval by the Purchaser’s shareholders at each annual meeting of shareholders and recommend that the shareholders of the Purchaser appoint Xxxxxxx as a member of the Board of Directors. The “Board Appointment Termination Date” means the earlier of (a) Xxxxxxx’x death; (b) the date Xxxxxxx resigns as a member of the Board of Directors, and/or as an employee of the Purchaser; (c) the date Xxxxxxx’x employment is terminated for ‘Cause’ pursuant to the terms of, and as defined in, his employment agreement with the Purchaser (or any subsidiary); (d) the date that Xxxxxxx is disqualified as a member of the Board of Directors of the Purchaser due to any applicable rule of a stock exchange or NASDAQ; or (e) the date that the Board of Directors (or nominating committee) of the Purchaser, acting in good faith, determines that the nomination of Xxxxxxx as a member of the Purchaser’s Board of Directors would violate the fiduciary duties of such members of the Board of Directors (or such nominating committee).
Board Appointment Rights. No later than ten (10) days following the Subsequent Closing, the Company, the Board and the Nominating and Corporate Governance Committee of the Board shall have taken all actions (including, if necessary, expanding the size of the Board to create a new vacant position on the Board) to appoint, and shall have appointed, one designee of Purchaser to the Board to serve as a Class III director (with a term scheduled to expire at the Company’s 2026 annual meeting of stockholders) (the “Purchaser Appointee”), subject to a customary due diligence process by the Company, including a review of a completed questionnaire and background check. Once appointed to the Board, the Purchaser Appointee shall be entitled to all rights and privileges as any other member of the Board in accordance with the bylaws of the Company, except (a) as may be necessary to comply with applicable law and (b) that such Purchaser Appointee shall not be entitled to any compensation for his or her service on the Board. For the avoidance of doubt, the Purchaser may only appoint a member of its senior management team to serve as the Purchaser Appointee.
Board Appointment Rights. (a) The Company shall appoint an individual (the “Appointed Director”) nominated by the Enavate Investor, who shall initially be Xxxxx Xxxxxx, to the Company’s board of directors initially as a Class III director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2026), subject to the Closing and effective immediately on or after the Closing Date, by taking all necessary action by the Company or its board of directors to effect such appointment.
(b) Upon the conclusion of each of the Appointed Director’s terms on the Company’s board of directors, the Company shall include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its reasonable efforts to cause the election of the Appointed Director and, in any event, the Company shall use substantially the same level of effort and provide substantially the same level of support with respect to the Appointed Director as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders and the election of the Company’s director nominees; provided that the Company’s board of directors determines in good faith and consistent with such directors’ fiduciary duties that such nominee meets the minimum qualifications established for director nominees as set forth in the Company’s Corporate Governance Guidelines as then in effect. Failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not, in and of itself, be deemed a breach of this Section 1.
(c) Each Appointed Director shall (i) be subject to all of the Company’s policies, procedures, processes, codes, standards, guidelines and rules generally applicable to the Company’s directors, (ii) as a condition to his or her nomination and election to the Board of Directors, complete the Company’s standard director and officer questionnaire and furnish other reasonable and customary director documentation and information reasonably requested by the Company in connection with the election of members of the Company’s board of directors and generally applicable to the Company’s directors, (iii) qualify as an “independent director” as defined under the applicable listing standards and in accordance with applicable securities law, and (iv) shall be willing to serve on one or more...
Board Appointment Rights. On the First Closing Date, the Company shall appoint two (2) directors selected by Alpha and on the Second Closing Date the Company shall appoint one (1) director selected by Alpha (such persons, collectively the “Board Appointees”) to the Board of Directors, who shall serve as directors in the Company at least until the end of the Company’s 2018 annual general meeting (unless determined otherwise by the general meeting of Company’s shareholders). On the First Closing Date and the Second Closing Date, the Company shall provide Alpha with evidence of the appointment of the Board Appointees by a copy of a resolution of the Board of Directors. The rights granted in this section can be terminated at any time by Alpha, upon written notice to the Company.
