Board Designation. (a) From and after the date hereof, (i) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 15% of the outstanding shares of Common Stock (the “15% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, two individuals designated by Holdings and who satisfy the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (each, a “Holdings Board Member”), (ii) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 5% but less than 15% of the outstanding shares of Common Stock (the “5% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, one Holdings Board Member. The initial Holdings Board Members shall be Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx. If neither the 15% Condition nor the 5% Condition is satisfied, Holdings shall not have the right to designate a Holdings Board Member to the Board. Upon being appointed as a Holdings Board Member, such Holdings Board Member shall execute a resignation letter, tendering his or her resignation from the Board, effective upon the 15% Condition or the 5% Condition, as applicable, no longer being satisfied; provided, that if Holdings no longer has the right to designate a Holdings Board Member because the 15% Condition is no longer satisfied, Holdings shall be entitled to designate which Holdings Board Member shall resign.
(b) If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board with respect to a Holdings Board Member, (i) Holdings may designate another individual who satisfies the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (the “Replacement Nominee”) to fill such vacancy and serve as a Holdings Board Member and (ii) the Company will cause the Board to promptly appoint the Replacement Nominee to the Board.
Board Designation. The EnCap Funds hereby expressly acknowledge and agree that the EnCap Funds will not request that a representative of the EnCap Funds be designated as a member of the board of directors of Permian upon consummation of the transactions contemplated by the Merger Agreement.
Board Designation. Seller shall not, without the written consent of Buyer, assert any board designation rights pursuant to the Stockholders’ Agreement, dated as of August 17, 2010, by and among Avatech Solutions, Inc., RWWI Holdings LLC and certain holders of Common Stock (the “Stockholders Agreement”) for so long as such agreement remains in effect. As of the Closing, Seller waives and relinquishes all rights of it and its affiliates under the Stockholders Agreement and the Registration Rights Agreement, dated as of August 17, 2010, by and between Avatech Solutions, Inc. and RWWI Holdings LLC (the “Registration Rights Agreement”). Following the consummation of the Offer (as defined below), Seller agrees (i) to the extent that the Stockholders Agreement has not terminated by its own terms, to take such steps as may be necessary in order promptly to cause its termination with no further liability or obligation of the Company, and (ii) not to exercise any additional demand rights under the Registration Rights Agreement.
Board Designation. (a) Subject to the provisions of this Section 4.4, and provided that the Initial Closing has occurred, the Board shall appoint one (1) representative to the Board designated by Ivy. After the Subsequent Closing occurs, at Ivy’s election and upon notice, the Board shall appoint an additional representative designated by Ivy (together with the representative described in the prior sentence, the “Ivy Designees”); provided, however that the appointment of Ivy Designees shall remain valid through the next general meeting of the Company’s shareholders or as set forth in the Company’s Articles of Association.
(b) Each of Ivy Designees may be elected to serve as a member of the Board only if he or she (a) satisfies the statutory requirements under the Israeli Companies Law, 1999 to serve as a director of the Company; and (b) provides the Company with a completed and executed director declaration and “D&O Questionnaire” in such forms as shall be provided by the Company and such additional information and documents the Company may reasonably request (including but not limited to an executed confidentiality agreement).
(c) Subject to any legal requirements, the Ivy Designees shall be entitled to the same compensation, indemnification and directors and officers liability insurance as the other non-employee directors of the Company.
(d) Ivy acknowledges and agrees that each of the Ivy Designees shall be required to preserve the confidentiality of the Company’s information, including any non-public information entrusted to or obtained by such director by reason of his/her position as a director of the Company. The Company hereby consents to the disclosure by the Ivy Designees of Company information with Ivy or his Affiliates, provided that Ivy and his Affiliates are then subject to a non-disclosure agreement with the Company in such form as approved by counsel to the Company.
Board Designation. If the Board nominates Biglari and Xxxxxx X. Xxxxxx (“Xxxxxx”) to the Board, Biglari and Xxxxxx shall accept such nomination and serve on the Board upon their election; provided, however, that TLF may instead designate another representative(s) to the Board if such representative(s) is acceptable to the Board.
Board Designation. Effective upon the dismissal of the Action, DWOG will take such steps as necessary to increase DWOG’s board of directors by one board seat to be filled by a person designated by TAMM who shall initially be Xxxxxx Xxxxxx (the “TAMM Director Designee”). In the event of the resignation, death, removal or disqualification of the TAMM Director Designee, TAMM shall promptly designate a Replacement TAMM Director Designee, who shall be independent within the meaning of all major stock exchange rules and shall otherwise meet the DWOG board’s standards for being a director. DWOG shall nominate the Replacement TAMM Director Designee to the board and take such action as necessary to assure a reasonably prompt vote by the board on the nominee. In the event that the DWOG board does not approve the Replacement TAMM Director Designee, then TAMM shall be entitled to designate another Replacement TAMM Director Designee until a designee is approved by the DWOG board. Thereafter, and continuing until all outstanding principal, interest and other obligations to TAMM under the Note, if any, have been paid in full by DWOG, at each meeting of, or action taken by, the DWOG stockholders for the election of directors, DWOG shall include the TAMM Director Designee or any Replacement TAMM Director Designee on DWOG’s slate of director nominees to be elected. DWOG acknowledges that it has received a commitment from its board of directors to take the action set forth in this Section 5, including approval of Xxxxxx Xxxxxx as the TAMM Director Designee. The TAMM Director Designee or any Replacement TAMM Director Designee shall be entitled to all of the same benefits, rights and protections as each of the other directors of DWOG, including any indemnification DWOG provides its directors.
Board Designation. The Bylaws of the Company will provide that the authorized number of directors will be an odd number of directors, not less than 3 nor more than 9. So long as Investor owns at least ten percent (10%) of the Shares issued in the Financing (62,500 Shares), Investor will have the ability, but not the obligation (Investor does not have to nominate a director to serve on the board of directors), to elect the minority of the directors (“Preferred Directors”) and the remaining holders of the Company’s common stock (voting as a class) will elect the remaining directors (“Common Directors”). In the event of any default of the Preferred Rights, the Investor will continue to designate the Preferred Directors as well as the Common Directors by the Investor having 80 votes per share voting with the Common Stock as a class.
Board Designation. (a) Prior to the Closing Date, Xxxxxxxx shall take all necessary corporate action so that upon the Closing the size of the Xxxxxxxx Board is set at nine (9) members, of which five (5) individuals are designated by the Contributors (the “Contributor Directors”) and are appointed to the Xxxxxxxx Board. Xxxxxxxx, through the Xxxxxxxx Board and subject to the Xxxxxxxx Board’s fiduciary duties to the corporation and the Xxxxxxxx stockholders, shall take all necessary action to nominate and recommend five (5) Contributor Directors for election to the Xxxxxxxx Board in the proxy statements relating to the annual meetings of the Xxxxxxxx Stockholders following the Closing. If the Contributors’ (together with any Affiliates of the Contributors) aggregate interest in Xxxxxxxx falls below 50% of the issued and outstanding Xxxxxxxx Common Stock (calculated on a Fully Diluted Basis), Xxxxxxxx and the Xxxxxxxx Board shall only be required to nominate and recommend four (4) Contributor Directors pursuant to this Section 10.17. If the Contributors’ (together with any Affiliates of the Contributors) aggregate interest in Xxxxxxxx falls below 35% of the issued and outstanding Xxxxxxxx Common Stock (calculated on a Fully Diluted Basis), Xxxxxxxx and the Xxxxxxxx Board shall only be required to nominate and recommend two (2) Contributor Directors pursuant to this Section 10.17. If the Contributors’ (together with any Affiliates of the Contributors) aggregate interest in Xxxxxxxx falls below 15% of the issued and outstanding Xxxxxxxx Common Stock (calculated on a Fully Diluted Basis) (the date of such occurrence being the “Threshold Ownership Date”), Xxxxxxxx and the Xxxxxxxx Board shall have no obligation to nominate and recommend any Contributor Directors.
(b) If and at such time that the Contributors notify the Xxxxxxxx Board of their desire to reduce the size of the Xxxxxxxx Board, Xxxxxxxx shall take all necessary corporate action so that the size of the Xxxxxxxx Board is set at five (5) members, of which three (3) individuals are Contributor Directors and are appointed to the Xxxxxxxx Board. Xxxxxxxx, through the Xxxxxxxx Board and subject to the Xxxxxxxx Board’s fiduciary duties to the corporation and the Xxxxxxxx stockholders, shall take all necessary action to nominate and recommend three (3) Contributor Directors for election to the Xxxxxxxx Board in the proxy statements relating to the annual meetings of the Xxxxxxxx Stockholders following the Closing. If the Contri...
Board Designation. Following the Closing Date, so long as the HSE GP Members, collectively, own an aggregate number of NGL LLC Units that constitute an Ownership Percentage (as defined in the NGL LLC Agreement) of not less than ten percent (10%), Holdings shall take such actions as are commercially reasonable to appoint two (2) individuals to its Board of Directors which are designated in writing by NGP M&R HS LP LLC; provided, one such designated individual shall be Xxxxx Xxxxx so long as he is an officer of any NGL Group Entity or HSE Group Entity. Such designated directors shall serve in accordance with, and subject to the terms and conditions of the NGL LLC Agreement and the policies applicable to all directors of Holdings.
Board Designation. Prior to the Closing Date, the Company shall use its reasonable best efforts to take all necessary corporate action so that upon the Closing the size of the Board is increased by three members and three individuals designated by the Investors (the “Investor Directors”) are appointed to the Board to fill the newly created directorships created by such increase. The Company, through its Board and subject to the Board’s fiduciary duties to the stockholders of the Company, shall take all necessary action to nominate and recommend three Investor Directors for election to the Board in the proxy statements relating to the annual meetings of the stockholders of Company following the Closing. If the Investors’ aggregate interest in the Company falls below 25% of the issued and outstanding Common Stock (calculated on a Fully Diluted Basis), the Company and its Board shall only be required to nominate and recommend two Investor Directors pursuant to this Section 4.1. If the Investors’ aggregate interest in the Company falls below 7.5% of the issued and outstanding Common Stock (calculated on a Fully Diluted Basis) (the date of such occurrence being the “Threshold Ownership Date”), the Company and its Board shall have no obligation to nominate and recommend any Investor Directors. The initial Investor Directors shall be Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx. At any time that the Company and the Board have an obligation to recommend any Investor Directors pursuant to this Section 4.1, (i) the Company shall not increase the size of the Board, except as set forth in this Section 4.1 or in Section 10(i)
