Board Nomination Right Sample Clauses

Board Nomination Right. For so long as the Standstill Parties beneficially own at least five million (5,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision of the Common Stock, or any other reclassification or other similar recapitalization after the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% of the Shares of Then Outstanding Common Stock, at each annual meeting of the stockholders of the Company or at any meeting of the stockholders of the Company at which members of the Board of Directors are to be elected (or, for so long as the Company has a classified Board, at any meeting of the stockholders of the Company at which Class I members of the Board are to be elected), or whenever such action is to be taken by written consent for such purposes, the Company agrees to nominate for election one individual designated by the Investor (an “Investor Designee”) who shall be reasonably acceptable to the nominating and corporate governance committee of the Board of Directors (an Investor Designee who satisfied such requirements, a “Qualified Investor Designee”). The Investor’s initial designee under this Agreement shall be Xxxxxxx Xxxxxxx (the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing Date, the Company shall take all actions necessary (including, if necessary, by approving an enlargement of its Board of Directors to create a vacancy thereon) to cause the appointment to the Board of Directors of the Initial Designee effective as of the Closing Date, and thereafter, for so long as the Investor’s board nomination right under this Section 4.4 continues, the Company will use its commercially reasonable efforts to cause the election and reelection of such individual to the Board of Directors for so long as he or she is a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor of the election of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees), provided that if the Investor determines to designate a different individual (“Replacement Designee”) as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply to the Replacement Designee. If any Investor Designee vacates the Board of Directors, the Company shall tak...

Board Nomination Right. (a) From the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, two individuals, Xxxxxx Xxxx and Dr. Xxxxx Xx (unless otherwise designated by the Sponsor), to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a), a “Nominee” and, collectively, the “Nominees”). Notwithstanding the foregoing, the right to nominate one of such Nominees to the Board (as further described in Section 1.01(b) below) shall expire at the Company’s 2022 annual meeting of stockholders and the right to nominate the other Nominee to the Board shall expire upon the earlier of (i) the first date on which the Sponsor ceases to beneficially own at least 2.5% of the issued and outstanding Domesticated Parent Stock and (ii) the termination of this Agreement pursuant to Section 2.01. (b) The Company shall take all necessary actions within its control, including, but not limited to, calling a meeting of the Board or executing an action by unanimous written consent of the Board, such that, as of the Effective Time, the Nominees shall either be elected by the Company’s stockholders at the meeting held to approve the Transactions or appointed to the Board as of the Effective Time. (c) From and after the Effective Time, the Company shall take all actions necessary (including, without limitation, calling special meetings of the Board and the stockholders of the Company and recommending, supporting and soliciting proxies) (“Necessary Action”) to ensure that: (i) the applicable Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing Directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election o...

Board Nomination Right. (1) If, at any time following the Subscription Closing Date, the Investor’s Ownership Percentage increases to 12.5% or more, the Investor shall have the right (but not the obligation) to designate one (1) nominee to serve as a Director (such nominee, an “Investor Nominee”). (2) Subject to Section 2.2(1), the Corporation covenants and agrees, upon 10 Business Days’ written notice by the Investor to the Corporation given in accordance with Section 9.2, to forthwith take all necessary steps, including increasing the size of the Board or causing the resignation of a Director, to cause the appointment of the Investor Nominee to serve on the Board until the next annual meeting of the Corporation’s shareholders, and in the event that it is necessary to seek shareholder approval for the election of the Investor Nominee, the Corporation shall put forth the Investor Nominee for election as a Director at the next Director Election Meeting, subject to the timeframes set out below. Notwithstanding the foregoing, if any Exchange objects to an Investor Nominee, such Investor Nominee will either not be appointed or elected to the Board or will resign as a Director. The Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purpose of any Director Election Meeting at least 25 Business Days prior to such mailing date and the Investor shall advise the Corporation of the identity of the Investor Nominee, and provide any required information for inclusion in its management information circular relating to the election of the Investor Nominee, at least 20 Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of the Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent Investor Nominee, if any. (3) Notwithstanding anything to the contrary in this Agreement, the Investor Nominee shall, in advance of appointment or election as a Director and at all times while serving on the Board, be approved by the corporate governance and nominating committee of the Board and otherwise meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws and the rules of the Exchanges. (4) Subject to having the appropriate qualifications, the Investor Nominee shall be considered for appointment to each of the following committees of the Board: (a) the audit committee; (b) the compensation committee; (c...

Board Nomination Right. Following the Closing and prior to the termination of this Agreement, at any meeting of the shareholders of the Company at which members of the Board are to be elected or re-elected, or whenever any vacancy on the Board is to be filled by the action of the Board, for so long as the Shareholder and its affiliates collectively hold at least 10% of the issued and outstanding shares of the Company, the Shareholder shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nomination and corporate governance committee, a total of one (1) individual, to serve as director of the Company. At the time the Shareholder and its affiliates collectively hold less than 10% of the issued and outstanding shares of the Company, the Shareholder shall no longer have the right to nominate for election or re-election by the shareholders any candidates to serve as director of the Company.

Board Nomination Right. From the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a), a “Nominee” and, collectively, the “Nominees”). At the Effective Time, unless otherwise designated by the Sponsor, the Nominees shall be Xxxxx Xxxxx and such other Nominee as shall have been designated by the Sponsor in writing.

Board Nomination Right. (a) At the Effective Time, the board of directors of the Company (the “Board”) shall be comprised of nine (9) members, including Xx. XXXX Qiyu, who shall serve as a co-chairman of the Board. The Shareholder will timely nominate the Nominee (as defined below) for election to the Board at the shareholders meeting of the Company and provide all information and materials necessary for the inclusion of such Nominee in the NFC Director Election Proposal. (b) From the Effective Time until the date that the Shareholder ceases to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, at every meeting of the Board, or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by shareholders of the Company: (A) for so long as the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Shareholder shall have the right to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as directors of the Company; provided that (i) if one of these individuals is Xx. XXXX Qiyu, Xx. XXXX Qiyu shall serve as a co-chairman of the Board, and (b) in the event the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 22.5% of all of the NFC Ordinary Shares then issued and outstanding, in addition to its rights provided in the foregoing clause, the Shareholder shall also have the right to appoint or nominate for election to the Board, as applicable, a third individual, to serve as an independent director of the Company; and (B) for so long as the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% but less than 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Shareholder shall have the right to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as a director of the Company (any individual appointed or nominated by the Shareholder for election to the Board pursuant to Section 1.1(b)(A) or Section 1.1(b)(B), a “Nominee” and collectively, the “Nominees”); and if such individual is Xx. XXXX Qiyu, Xx. XXXX Qiyu shall serve as a co-chairman of the Board.

Board Nomination Right. From the Effective Time until the termination of this Agreement in accordance with Section 2.1, at every meeting of the Board, or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company:

Board Nomination Right. Subject to the Articles and Section 1.02, from the Effective Time until the termination of this Agreement in accordance with its terms: (a) Immediately after the Effective Time, it is contemplated that the size of the Board shall be established at seven (7) directors and a majority of the Board will be composed of independent directors. Each independent director will satisfy the applicable independence criteria for purposes of the Nasdaq stock exchange and SEC rules (without giving effect to any available exceptions for foreign private issuers or controlled companies) (“Independent Director”). (b) At every meeting of the Board or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by shareholders of the Company, the Founder, and solely the Founder only, shall have the right (but not the obligation) to nominate for election to the Board, as applicable:

Board Nomination Right. (a) Solely in the event that the Purchasers purchase, with cash proceeds, $3,000,000 of the Debentures offered by the Company pursuant to this Agreement, then the Lead Investor shall, prior to the Expiration Time (as defined below), have the right (but not the obligation) to designate one person to be nominated for election to the Board (a “Nominee”) by giving written notice of such election to the Chairman of the Board of Directors or the Secretary of the Company prior to the Expiration Time. The Nominee shall not be an employee of the Lead Investor or its Affiliates, and shall be selected by the Lead Investor in reasonable consultation with and the approval of the Company’s Nominating and Corporate Governance Committee of its Board of Directors (the “Nominating Committee”). As used herein, the “Expiration Time” shall mean 5:00 p.m. (New York Time) on the day that is the sixtieth (60th) day following the Final Closing Date. The Company and the Lead Investor intend that the individual appointed to the Board pursuant to this Section 4.18 will be an individual who possesses healthcare information technology or other experience relevant to the Company’s present or presently anticipated operations.

Board Nomination Right. (a) Subject to Section 4.1(b), beginning at the first election of directors after both Xxxxx X. Xxxxxx and Xxxxxx X. Xxxx, Xx. are no longer serving on the Board (and for each annual election thereafter), the Holders shall have the right to designate for nomination by the Board one individual who is (x) not affiliated with the Holders and (y) satisfies the independence standards under Section 303A of the New York Stock Exchange Listed Company Manual. (b) The Holders’ right to designate a director for nomination to the Board in accordance with Section 4.1(a) shall only apply during such time that the Holders and their Affiliates collectively satisfy the Minimum Ownership Amount. If the Holders and their Affiliates cease to satisfy the Minimum Ownership Amount, then the Holders’ right to nominate an individual for the Board under this Agreement shall immediately terminate.