Board Nomination Procedure Sample Clauses

Board Nomination Procedure. (1) The Corporation shall notify the Investor Representative (on behalf of the Investor) of its intention to hold a Directors Election Meeting at least 75 days prior to the date of such meeting and shall provide the Investor with such documentation requesting such information regarding such Nominee(s) as required for purposes of completing the Corporation’s management information circular. (2) At least 45 days and no more than 75 days before each Directors Election Meeting, the Investor Representative (on behalf of the Investor), will deliver to the Corporation (c/o the NGC Committee) in writing the name of its Nominee(s) together with the information regarding such Nominee(s)) that the Corporation is required by applicable law to include in a management information circular of the Corporation to be sent to Shareholders in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s), that is consistent with the information the Corporation intends to publish about management Nominees as Directors of the Corporation in such management information circular as reasonably requested by the Corporation (the “Nomination Letter”). (3) If the Investor Representative (on behalf of its Investor) fails to deliver the Nomination Letter to the Corporation at least 45 days before the Directors Election Meeting, the Investor shall be deemed to have designated the same Nominee that serves as a Director of the Corporation at such time, subject to such individual satisfying the Conditions for re-appointment to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each Nominee of the Investor shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under applicable law and the rules of any stock exchange on which the Subordinate Voting Shares are then listed (the “Conditions”). No Nominee may be a Person who has been convicted of a felony or a Person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or any securities regulatory authority having jurisdiction over the Corporation. (5) The Nominee(s) of the Investor shall be nominated by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting. The Corporation agrees, to the fullest extent permitted by applicable law, to include th...
Board Nomination Procedure. (1) The Resulting Issuer shall notify each of Greenspace, Chiron, WMB and Green Acre of its intention to hold a Directors Election Meeting at least 75 days prior to the date of such meeting (the “Meeting Notice Date”). (2) At least 45 days and no more than 75 days before each Directors Election Meeting, each of Greenspace, Chiron, WMB and Green Acre will deliver to the Resulting Issuer (c/o the GN&C Committee) in writing the name(s) of their respective Nominee(s) together with the information regarding such individual’s Nominee(s) that the Resulting Issuer is required by the Act and Securities Laws to include in a management information circular of the Resulting Issuer to be sent to Shareholders of the Resulting Issuer in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s), that is consistent with the information the Resulting Issuer intends to publish about management Nominees as Directors of the Resulting Issuer in such management information circular (each a “Nomination Letter”). (3) If any of Greenspace, Chiron, WMB or Green Acre fail to deliver the Nomination Letter to a Resulting Issuer at least 45 days before the Directors Election Meeting, such individual shall be deemed to have nominated their Nominee(s) that serve as a Director of the Resulting Issuer at such time, subject to such individual satisfying the Conditions (as defined below) for re-appointment to the Board. (4) Notwithstanding anything to the contrary in this Agreement, the Nominee(s) of each of Greenspace, Chiron, WMB and Green Acre shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws, the rules of any stock exchange on which the Common Shares are then listed (the “Conditions”) and the qualification requirements of any other regulatory authority with jurisdiction to approve the board members of the Resulting Issuer in connection with the business of the Resulting Issuer. No Nominee may be a Person who has been convicted of a felony or a crime involving moral turpitude or a Person who is not acceptable to any stock exchange on which the Common Shares are then listed or any securities or other regulatory authority having jurisdiction over the Resulting Issuer. (5) The Nominee(s) of each of Greenspace, Chiron, WMB and Green Acre designated pursuant to Section 2.3(2) or Section 2.3(3) of this Agreement shall be nominated by or at the d...