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...
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Board Nomination Procedure. (a) Immediately following the Company’s 2019 Annual Meeting of Stockholders on June 27, 2019, the Purchaser, exclusively and as a separate class, shall nominate one (1) director of the Company (the “Initial Purchaser Nominee”) to be appointed to the Board and the Company shall cause such Initial Purchaser Nominee to be appointed to the Company’s board of directors for a term of office to continue until the Company’s 2020 Annual Meeting of Stockholders. The Initial Purchaser Nominee shall be either Xxxxxx Xxxxxx or Xxxx Xxxxxx. (b) The Company shall notify the Purchaser of its intention to hold a Directors Election Meeting in 2020 and in each year thereafter at least 120 days prior to the date of such meeting (the “Meeting Notice Date”). (c) At least 60 days and no more than 90 days before each Directors Election Meeting, the Purchaser will deliver to the Company in writing the name of the Purchaser Nominee together with the information regarding the Purchaser Nominee that the Company is required to include in any proxy statement or similar (“Disclosure Materials”) to be sent to shareholders of the Company in respect of such Directors Election Meeting and such other information, including a biography of such Purchaser Nominee, that is consistent with the information the Company intends to publish about management Nominees as directors of the Company in such Disclosure Materials (the “Nomination Letter”). (d) If the Purchaser fails to deliver the Nomination Letter to the Company at least 60 days before the Directors Election Meeting, the Purchaser shall be deemed to have nominated the Purchaser Nominee that serves as a director of the Company at such time, subject to such individual satisfying the Nomination Conditions for re-appointment to the Board. (e) Notwithstanding anything to the contrary in this Agreement, the Purchaser Nominee (including the Initial Purchaser Nominee) shall, at all times while serving on the Board, meet the qualification requirements to serve as a director under applicable securities laws and the rules of any stock exchange on which the shares of Common Stock are then listed (the “Nomination Conditions”). (f) The Company shall also use its best efforts to cause the election of the Purchaser Nominee to the Board at each Directors Election Meeting, including by soliciting proxies from the holders of shares of Common Stock for such election, and shall otherwise support the election of the Purchaser Nominee in a manner no less rigorous ...
Sample 1
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...
Sample 1

Related to Board Nomination Procedure

  • Resolution Procedure a. Step 1 i. The complainant, if comfortable with that approach, may choose to speak to or correspond directly with the alleged harasser to express their feelings about the situation. ii. Before proceeding to Step 2, the complainant may approach their administrative officer, staff rep or other contact person to discuss potential means of resolving the complaint and to request assistance in resolving the matter. If the matter is resolved to the complainant's satisfaction the matter is deemed to be resolved. Refer to Article E.

  • Termination Procedures and Compensation During Dispute 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause issued by the Company is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's Counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive engaged in conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

  • Selection Procedure 10.2.4.1 Internal applicants shall be defined as all applicants with seniority in accordance with Article 12.5. 10.2.4.2 In filling a posted vacancy, first consideration shall be given to internal applicants who meet the stated qualifications. All Faculty members who meet the stated qualifications for the posted vacancy shall be interviewed by the Selection Committee. Past service and evaluations shall be considered by the Committee. The best qualified candidate shall be recommended for appointment to the position. 10.2.4.3 Where the qualifications of two or more of the applicants are relatively equal, the applicant with the greatest seniority shall be recommended for appointment to the position. 10.2.4.4 In establishing the qualifications, and in evaluating the qualifications and past performance of the applicants, the committee shall act in good faith, in a fair and reasonable manner, and shall not act in an arbitrary or discriminatory fashion. 10.2.4.5 Following the interviews, the committee will submit its recommendations containing a list of qualified candidates in order of preference, through the appropriate Xxxx to the President or delegate. 10.2.4.6 New faculty members shall be appointed only when there are no qualified internal applicants. 10.2.4.7 If there are no qualified internal applicants, the selection committee may consider external applications, in accordance with the procedure outlined above. 10.2.4.8 Internal applicants will be advised as soon as possible of the selection committee's decision that the committee will be considering external applications in accordance with Article 10.2.4.7.

  • Mediation Procedure The Chairman shall promptly advise the parties of a scheduled Mediation Hearing date. Unless a party requests an expedited procedure, or unless all parties to the proceeding agree to one or more extensions of time, the Mediation Hearing set forth below shall be completed within forty (40) days of BCBSA's receipt of the Complaint. The selected mediators, unless the parties otherwise agree, shall adhere to the following procedure: i. Each party must be represented by its CEO or other representative who has been delegated full authority to resolve the dispute. However, parties may send additional representatives as they see fit. ii. By no later than five (5) days prior to the date designated for the Mediation Hearing, each party shall supply and serve a list of all persons who will be attending the Mediation Hearing, and indicate who will have the authority to resolve the dispute. iii. Each party will be given one-half hour to present its case, beginning with the complaining party (or parties), followed by the other party or parties. The parties are free to structure their presentations as they see fit, using oral statements or direct examination of witnesses. However, neither cross- examination nor questioning of opposing representatives will be permitted. At the close of each presentation, the selected mediators will be given an opportunity to ask questions of the presenters and witnesses. All parties must be present throughout the Mediation Hearing. The selected mediators may extend the time allowed for each party's presentation at the Mediation Hearing. The selected mediators may meet in executive session, outside the presence of the parties, or may meet with the parties separately, to discuss the controversy. iv. After the close of the presentations, the parties will attempt to negotiate a settlement of the dispute. If the parties desire, the selected mediators, or any one or more of the selected mediators, will sit in on the negotiations. v. After the close of the presentations, the selected mediators may meet privately to agree upon a recommendation for resolution of the dispute which would be submitted to the parties for their consideration and approval. If the parties have previously agreed to be bound by the results of this procedure, this recommendation shall be binding upon the parties. vi. The purpose of the Mediation Hearing is to assist the parties to settle their grievances short of mandatory dispute resolution. As a result, the Mediation Hearing has been designed to be as informal as possible. Rules of evidence shall not apply. There will be no transcript of the proceedings, and no party may make a tape recording of the Mediation Hearing. vii. In order to facilitate a free and open discussion, the Mediation proceeding shall remain confidential. A "Stipulation to Confidentiality" which prohibits future use of settlement offers, all position papers or other statements furnished to the selected mediators, and decisions or recommendations in any Mediation proceeding shall be executed by each party. viii. Upon request of the selected mediators, or one of the parties, BCBSA staff may also submit documentation at any time during the proceedings.

  • Claims Review Methodology ‌‌ a. C laims Review Population. A description of the Population subject‌‌ to the Quarterly Claims Review.

  • PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION The TTC will sell the property in accordance with the provisions of Division 1, Part 6, Chapter 8 of the Revenue and Taxation Code (R&TC), and the Board of Supervisors’ policy adopted on The Honorable Board of Supervisors 8/9/2022 November 24, 1970. Exhibit A of the Chapter 8 Agreement Sale indicates the legal description and selling price of the property. The recommended action supports County Strategic Plan Strategy III.3 – Pursue Operational Effectiveness, Fiscal Responsibility, and Accountability.

  • Purpose of Consultation Procedure The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to: 1. implement changes which will enable the Service Level Agreement provisions to be met – such changes may include, but are not limited to, modification of either or both parties’ respective operational resources; 2. agree to alternative Service Level Agreement provisions which meet the parties’ respective business requirements; or 3. otherwise find a solution such that within a reasonable time after the consultation, the inability to meet the Service Level Agreement provision(s) is reasonably expected to be less likely to occur in the future.

  • Board Procedure The Arbitrator may determine their own procedure in accordance with the Labour Relations Code and will give full opportunity to all parties to present evidence and make representations. They will hear and determine the difference or allegation and will make every effort to render a decision within 30 days of their first meeting.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed: 21.1.1 Initially the Employee shall discuss any grievance, dispute or claim with their immediate supervisor; 21.1.2 If the matter is not resolved at such a meeting, the Parties may hold further discussions with appropriate senior levels of management; 21.1.3 If the matter cannot be resolved at the workplace level, the Parties agree to refer the matter to Enterprise Initiatives Pty Ltd who will engage a third party mediator to mediate the dispute. Any such mediator will conduct the mediation in accordance with the provisions of Part 13, Division 6 of the Act. 21.2 To the extent that the dispute concerns Employee entitlements or Employer obligations under the Agreement the Employer will ask for the Employee's agreement to seek advice from EI Legal Pty Ltd. 21.3 This dispute resolution procedure does not apply to Employees where the Employer has given notice and reasons for termination according to clause 5 of the Agreement. 21.4 Where the Parties agree to pursue mediation the Parties:- 21.4.1 Will participate in the mediation process in good faith; 21.4.2 Acknowledge the right of other to appoint in writing, another person to act on their behalf in relation to the mediation process; 21.4.3 Agree not to commence any action against the other; and 21.4.4 Agree that during the time when the Parties attempt to resolve the matter: i) the Parties continue to work in accordance with the contract of employment unless the Employee has a reasonable concern about an imminent risk to his or her health or safety; and ii) subject to relevant provisions of any state or territory occupational safety law, even if the Employee has a reasonable concern about an imminent risk to his or her health or safety, the Employee must not unreasonably fail to comply with a direction by his or her Employer to perform other available work, whether at the same workplace or another workplace, that is safe and appropriate for the Employee to perform; and iii) the Parties must cooperate to ensure that the dispute resolution procedures are carried out as quickly as is reasonably possible.

  • GRIEVANCE AND ARBITRATION PROCEDURE 8.01 The parties to this agreement believe it is important to adjust complaints and grievances as quickly as possible as provided for herein. The employee or Union shall first discuss any individual complaint informally with the Director of Care or designate at the first opportunity. 8.02 In all steps of this grievance procedure an aggrieved employee, if she so desires may be accompanied by or represented by her Union Representative. At Step 1 of the grievance procedure a representative of the Ontario Nurses' Association may be present at the request of either party. 8.03 Should any dispute arise between the Employer and an employee, or between the Employer and the Union, as to the interpretation, application, administration or alleged violation of any of the provisions of this Agreement, the employee or Union Representative will bring it to the attention of the immediate supervisor to settle such differences within ten (10) days of the occurrence. If further action is to be taken, then within ten (10) days of the discussion, the employee, who may request the assistance of her Union Representative and/or Labour Relations Officer, shall submit the written grievance to the Administrator or designate. A meeting will be held between the parties within ten (10) days. The Administrator shall give a written decision within ten (10) days of the meeting to the Bargaining Unit President or her designate with a copy to the Labour Relations Officer. Should the Administrator fail to render his decision or failing settlement of any grievance under the foregoing procedure, including any questions as to whether a matter is arbitrable, the grievance may be referred to arbitration by either party. If no written notice of intent to submit the matter for arbitration is received within ten (10) days after the decision under Step No. 1 is received, the grievance shall be deemed to have been settled or abandoned. 8.04 A written grievance will indicate the nature of the grievance and the remedy sought by the grievor. Union grievances shall be set out on the union grievance form. Alternately, the parties may agree to an electronic version of this form and a process for signing. 8.05 Time limits fixed in the grievance and arbitration procedures may be extended only by written, mutual consent of the parties. Should the Employer not respond within the time limit(s) fixed, such failure to respond shall be deemed to be a denial of the grievance. Should a grievance not be submitted within the various time limits specified in this Agreement, unless mutually extended, it shall be considered to have been settled or abandoned.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!