Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (1) The Investor shall be entitled to designate 10% of the Available Nominees (rounding up to the nearest whole number (e.g., 1 of 8)) for so long as the Investor beneficially owns, directly or indirectly, at least 5% of the issued and outstanding Shares. (2) Any Nomination right set forth in Section 2.2 not held or exercised by the Investor or any Other Investor shall rest with the NGC Committee. (3) In the event that the Investor beneficially owns, directly or indirectly, less than 5% of the issued and outstanding Shares for a continuous 180 day period, the Investor shall notify the Corporation promptly thereof and (a) upon the written request of the Corporation, use reasonable good faith efforts to cause its Nominee(s) to forthwith resign and (b) if no such request is made, the Nominee(s) shall continue until his, her or their term expires at the next Directors Election Meeting or, if earlier, they otherwise resign or cease to be qualified to act as a Director. (4) In the event that the Investor has designated fewer Nominees than the total number of Nominees that the Investor shall be entitled to designate pursuant to Section 2.2, then the Investor shall have the right, at any time, to designate such additional Nominee(s) to which it is entitled, in which case, the Corporation and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable law, to promptly (a) enable the Investor to designate and effect the election or appointment of such additional individuals and (b) appoint such individual nominated by the Investor to fill any available vacancies, or to the extent not so permitted, nominate such individual for election as a Director at the next Directors Election Meeting in accordance with Section 2.4. (5) The Investor shall have the right to representation on the board of directors or other similar governing body of any Subsidiary of the Corporation in proportion to its representation on the Board; provided that the Investor shall have such right to representation only if and to the extent that Xxxxxxx Xxxxxx is serving on any such board of directors or other similar governing body.