Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares ...
Board Nomination. (a) For so long as Stifel holds ownership interests in the Adviser (the “Adviser Interests”) equal to at least 15% (except as provided in Section 2(h)) of the total ownership interests in the Adviser (such time period, the “Stifel Nomination Period”), Stifel shall have the right to designate in writing (the “Stifel Nominee Notice”) a Person (the “Stifel Nominee”) to serve as a member of the Board. Subject to Section 2(c) and Section 2(h), upon receipt of the Stifel Nominee Notice, the Board shall nominate the Stifel Nominee to serve as a member of the Board as part of the Company’s slate of directors at each annual or special meeting of the stockholders (the “Stockholders”) in which the term of any Stifel Nominee will expire and of the Company (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected during the Stifel Nomination Period, and recommend that the Stockholders vote to elect the Stifel Nominee at each such meeting or by such written consent.
(b) Subject to Section 2(f), vacancies arising through the death, resignation or removal of the Stifel Nominee who was elected or appointed to the Board pursuant to this Section 2, may be filled by the Board only with a Stifel Nominee, and the director so chosen shall hold office until the next election or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Notwithstanding the provisions of this Section 2, in the event that Stifel does not designate a Stifel Nominee to fill any vacancy arising through the death, resignation or removal of the Stifel Nominee who was elected or appointed to the Board pursuant to this Section 2, the Board may reduce the size of the Board pursuant to the provisions of the Articles of Incorporation and Bylaws to eliminate any such vacancy.
(c) Notwithstanding the provisions of this Section 2, Stifel shall not be entitled to designate a Person as a nominee to the Board if the Nominating and Corporate Governance Committee of the Company reasonably determines in writing (which determination shall set forth the reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company; provided, that in such event, Stifel shall be entitled to designate another Person as the Stifel Nominee and the provisions of Section 2 shall apply to such alternate Person. On...
Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns less than 50% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”).
(b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors.
(c) Each Purchaser Designee must be a...
Board Nomination. So long as the Employee is the Chairman of the Board, ---------------- President and Chief Executive Officer of the Company, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company.
Board Nomination. The Board shall appoint one individual nominated by a majority in interest of the holders of Preferred Shares, such nominee to be reasonably satisfactory to the Board, to serve as a member of the Board until the next annual meeting of stockholders of the Company. The Company shall enter a customary indemnification agreement in favor of such director and shall maintain at all times directors liability insurance in form and amount reasonably satisfactory to such director.
Board Nomination. Failure of the Company to nominate the Executive to the Board and recommend his election; or
Board Nomination. During the term of this Agreement and so long as the Employee is employed by the Company, the Employee may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors.
Board Nomination. The Company shall use its commercially reasonable best efforts to cause Executive to be appointed to serve on the Board effective January 1, 2010 and to be nominated to serve for an additional term at the expiration of his initial Board term (and each subsequent expiration of the Board term thereafter) for the remainder of the Employment Period; provided, however, Executive agrees that if his employment terminates as co-Chief Executive Officer and he does not then remain as or become sole Chief Executive Officer upon such termination, he will resign from his position on the Board co-terminous with his termination unless otherwise mutually agreed with the Board.
Board Nomination. As soon as practicable after the Effective Time, Parent shall cause Xxxxx Xxxxxxx to become a member of the Board of Directors of Parent. Prior to the Effective Time, Parent shall cause Xxxxx Xxxxxxx to become a member of the board of directors of Merger Sub.
Board Nomination. (a) For so long as the Combined Ownership Percentage is equal to or greater than the percentage indicated in the left hand column of the table below, Stockholder shall have the right to nominate for election to the Board that number of directors indicated in the right hand column of the table below (each a “Director Designee”) or such higher number of directors to the extent permitted under applicable Law and under the rules of any stock exchange on which the Class A Common Stock is then listed.”
