Board Designation Right Clause Samples
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Board Designation Right. From and after the Twenty Percent Threshold Date, and until the date Purchaser Parties cease to own the Highest Percentage Threshold (subject to the Cure Period set forth in Section 3.1(f) and the right of the parties set forth in Section 8.2), the Purchaser Parties shall have the right to designate a member of the Company’s Board of Directors (the “Independent Designee”) as described in this Section 3.1:
(a) Following the Twenty-Percent Threshold Date, the Purchaser Parties shall provide notice to the Company of its share ownership. As soon as reasonably practicable following receipt of such notice and confirmation by the Company that the threshold requirements have been satisfied, the Company shall take all necessary corporate action, including, as necessary, expanding the size of the Company’s Board of Directors, to appoint a candidate to the Company’s Board of Directors (including filling the vacancy created by the expansion of the Company’s Board of Directors), who is mutually agreed upon by the Company and the Purchaser Parties each negotiating in good faith and who meets the criteria in Section 3.1(b), such person being the initial Independent Designee. The Company shall thereafter at the next annual meeting nominate the initial Independent Designee to the longest term then available under the Company’s classification structure;
(b) The Independent Designee shall be an individual meeting general criteria, as set by the Company’s Corporate Governance and Compliance Committee (and which may be amended from time to time by the Corporate Governance and Compliance Committee at its discretion), taking into account the needs of the Board of Directors and best practices of peer companies relating to board skills and composition, and who shall be “independent” of the Company as determined under the rules of the NASDAQ (or such other exchange where the Company is primarily listed and traded) and who shall not be a current or former officer, director, employee or paid consultant of the Purchaser Parties. The Independent Designee shall provide to the Company such information as the Company requests in writing and is entitled to receive from other members of the Board of Directors or is required to be disclosed in proxy statements under applicable law, an executed consent from the Independent Designee to be named as a nominee in the Company’s proxy statement for the Company’s annual meeting of stockholders for any applicable year, and to serve as a director if s...
Board Designation Right. Effective as of the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to the terms and conditions of this agreement, Kinderhook is hereby granted the right to designate one member of the Company’s board of directors (the “Board”). For the avoidance of doubt, nothing in this agreement shall require the Company or the Board to appoint the Kinderhook designee to any of the committees of the Board.
Board Designation Right. From the Effective Date until the termination of this Letter Agreement, the Company shall take all Necessary Action to designate one (1) individual designated by ▇▇▇▇▇▇▇▇▇ from time to time (including any replacement thereof, the “▇▇▇▇▇▇▇▇▇ Designee”) to the Board; provided that if at any time prior to the Effective Date, ▇▇▇▇▇▇▇▇▇ ceases to beneficially own at least 20% of the Shares issued to it under the Purchase Agreement, this Agreement shall not become effective and shall be of no further force or effect. If the Company adopts a classified Board, the Company shall take all Necessary Action to cause the ▇▇▇▇▇▇▇▇▇ Designee to be part of the class with the longest remaining term. In the event that the ▇▇▇▇▇▇▇▇▇ Designee shall cease to serve as a director for any reason, the Company shall take all Necessary Action to ensure that the vacancy resulting therefrom is not filled until ▇▇▇▇▇▇▇▇▇ has designated a replacement and the Company shall take all Necessary Action to cause the vacancy to be filled by any replacement ▇▇▇▇▇▇▇▇▇ Designee as soon as practicable following ▇▇▇▇▇▇▇▇▇’▇ designation of a replacement pursuant to the above provisions. The Company shall take all Necessary Action to appoint the ▇▇▇▇▇▇▇▇▇ Designee to any committee of the Board that ▇▇▇▇▇▇▇▇▇ requests, provided that the ▇▇▇▇▇▇▇▇▇ Designee shall be a director and shall be eligible to serve on such committee under applicable law or listing standard.
Board Designation Right. (1) If the Purchaser, together with its Affiliates and successors in interest, retain at least 50% of the Convertible Preferred Shares purchased upon consummation of the purchase and sale pursuant to Section 1.1 hereof immediately following completion of the Rights Offering and the associated redemption of Convertible Preferred Shares then held by Purchaser and its Affiliates and successors in interest (the Convertible Preferred Shares so retained, the "Retained Shares"), then from and after the date of completion of the Rights Offering for so long as the Purchaser, together with its Affiliates and successors in interest, collectively owns at least 50% of the Retained Shares, the Company shall, subject to and in accordance with the provisions of the Trust Agreement, Delaware law and the rules of the NYSE and any other national or regional securities exchange or system of automated dissemination of quotation of securities prices on which the Common Shares are then traded or quoted, acting through the Board, consistent with and subject to their duties under Delaware law and the Trust Agreement, take all actions necessary to cause the nomination by the Board of one (1) representative, designated by the Purchaser (the "Designee"), for election by the holders of Common Shares and any other shares entitled to vote with the Common Shares of the Company in the election of trustees to the Board; provided, that, such Designee qualifies as "Independent" in accordance with applicable listing standards of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Shares are then traded or quoted, each as amended from time to time, and that in addition the Board has affirmatively determined that such Designee had no material relationship with the Company or its Affiliates or any member of the senior management of the Company or his or her Affiliates.
(2) The Purchaser shall provide written notice (the “Designation Notice”) to the Board identifying its Designee. Upon receiving a Designation Notice, the trustees of the Board shall take such actions as may reasonably be within their power, consistent with and subject to their duties under Delaware law and the Trust Agreement, to cause the Board to nominate for appointment to the Board, the Designee, to include the Designee in the Company’s next election for trustees to its Board and to recommend that the shar...
Board Designation Right. Holdco, Horizon, and SPAC shall take all actions necessary such that, immediately following the Amalgamation Effective Time (as defined in the Transaction Agreement), Holdco’s board of directors (the “Board”) will include one director selected by the Strategic Investor (the “Director Designee”), provided that such Director Designee shall (i) qualify as an independent director under the rules of the Stock Exchange, (ii) be unaffiliated with the Strategic Investor and (iii) be subject to Horizon’s, H▇▇▇▇▇’s, and the SPAC’s approval. For so long as the Strategic Investor and any of its affiliates hold, in the aggregate, not less than five percent of Holdco’s outstanding voting securities, the Strategic Investor shall be entitled (but not obligated) to nominate for election a single director in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, and Holdco shall take all actions necessary to facilitate the nomination and election of such person; provided that such director shall (i) qualify as an independent director under the rules of the Stock Exchange, (ii) be unaffiliated with the Strategic Investor and (iii) be subject to Holdco’s approval. For the avoidance of doubt, the Strategic Investor shall not be permitted to designate, nominate or maintain more than one director on the Board at any time. With the exception of communications pursuant to Clause 4 below, the Strategic Investor acknowledges that it shall not be entitled to receive nonpublic information from the Board, any director serving on the Board, including any director serving pursuant to this Clause 1, or Holdco, and the directors of the Board will have a fiduciary duty to Holdco to maintain the confidentiality of nonpublic information until, in the sole discretion of Holdco, a determination is made to release such information in a manner determined by Holdco.
Board Designation Right. Effective as of the Closing, and following the initial election (or appointment) of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ (the “Initial Designated Directors”) to the Board in connection with the Closing:
(a) Subject to (i) the Sponsor meeting the beneficial ownership thresholds set forth in sub-paragraph (b) below and (ii) the terms of paragraphs 2 and 3(h) below, (x) the Initial Designated Directors shall continue to serve on the Board until their death, disability, resignation or removal and (y) if an Initial Designated Director no longer serves on the Board, the Sponsor shall have the right to designate an individual (each, a “Designated Director”) to replace the such director, subject to customary background checks, director eligibility standards, and governance policies applicable to all members of the Board.
(b) Subject to the terms of paragraph 2 below (i) for so long as the Sponsor beneficially owns a minimum of 1,653,472 shares of common stock of the Company (the “Common Stock”) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock and including shares of Common Stock underlying the Private Placement Warrants (as defined below) on an as-exchanged basis (collectively, the “Adjustments”)), the Sponsor shall be entitled to designate two Designated Directors; (ii) for so long as the Sponsor beneficially owns a minimum of 165,347 shares of Common Stock (subject to any applicable Adjustments), the Sponsor’s right to designate a director shall be reduced from two Designated Directors to one Designated Director; and (iii) in the event that the Sponsor beneficially owns fewer than 165,347 shares of Common Stock (subject to any applicable Adjustments), the Sponsor shall not be entitled to nominate any individual to the Board pursuant to the Business Combination Agreement or this Agreement. For the avoidance of doubt, each Initial Designated Director shall count as a Designated Director for the purposes of this sub-paragraph.
(c) In the event that the Sponsor’s right to nominate Designated Directors is reduced from two Designated Directors to one Designated Director, the Designated Director whose term is first to expire will not be nominated for reelection, unless otherwise determined by the Company, once such Designated Director’s then-current term as a director expires; provided, however, that in the event that the Designated Directors are members of the same...
Board Designation Right