Board Designation Right Sample Clauses

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...
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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 Xxxxxxxxx from time to time (including any replacement thereof, the “Xxxxxxxxx Designee”) to the Board; provided that if at any time prior to the Effective Date, Xxxxxxxxx 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 Xxxxxxxxx Designee to be part of the class with the longest remaining term. In the event that the Xxxxxxxxx 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 Xxxxxxxxx has designated a replacement and the Company shall take all Necessary Action to cause the vacancy to be filled by any replacement Xxxxxxxxx Designee as soon as practicable following Xxxxxxxxx’x designation of a replacement pursuant to the above provisions. The Company shall take all Necessary Action to appoint the Xxxxxxxxx Designee to any committee of the Board that Xxxxxxxxx requests, provided that the Xxxxxxxxx Designee shall be a director and shall be eligible to serve on such committee under applicable law or listing standard.
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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.
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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...
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Board Designation Right 
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Related to Board Designation Right

  • Revocation Right Executive may revoke this Agreement within the seven day period beginning on the date Executive signs this Agreement (such seven day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Executive and must be delivered to the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. This Agreement is not effective, and no consideration shall be paid to Executive, until the expiration of the Release Revocation Period without Executive’s revocation. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio.

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • BENEFICIARY DESIGNATION RIGHTS The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

  • Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.

  • Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

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