Board Nominees. (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts...
Board Nominees. (1) From and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 33.3% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee and (b) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 10%, but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.
(2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent (in accordance with Article 14) of a Majority in Interest of the Carlyle Nominating Lim...
Board Nominees. The Investor shall have the right to designate Investor Designees to be nominated to the Board of Directors. The Company shall nominate the Investor Designees for a vote of the shareholders at any meeting or action by written consent involving the election of directors to the Board of Directors. In the event that any duly elected Investor Designee is removed from the Board of Directors, the Investor shall be entitled to designate another of Investor’s designees for nomination for election to the Board of Directors. “Investor Designees” means those persons designated for nomination to the Board of Directors by the Investor, the number of which shall not be less than a majority of the Board of Directors when aggregated with any director nominees who are nominated by any of the Investor’s subsidiaries or parent company.
Board Nominees. The Board of Directors of the Company shall be -------------- constituted as contemplated by Section 3.1 of the Securityholders Agreement and the nominees designated by the Investors shall have been appointed to the Board of Directors effective upon the Closing.
Board Nominees. As long as (x) any Senior Subordinated Notes are -------------- outstanding or (y) the Investors hold at least 10% of the Convertible Preferred Stock or Common Stock obtained through conversion of the Convertible Preferred Stock held by them on the date hereof, the Company will use its best efforts to (i) have that number of nominees designated by the Investors elected to the Board of Directors of the Company that would constitute a majority of the Board of Directors of the Company, (ii) cause the number and composition of directors of the Board of Directors of any Subsidiary to be identical to the number of directors of the Board of Directors of the Company; provided, however, that if -------- ------- the number of directors or the composition of the Board of Directors of any Subsidiary differs from the number of directors or the composition of the Board of Directors of the Company, then and in addition to the requirement of clause (i) above, the Company will, and will cause such Subsidiary to, use its best efforts to, have that number of nominees designated by the Investors elected to the Board of Directors of such Subsidiary as the Investors request. Any director designated by the Investors shall receive (A) all materials distributed to the Board of Directors of the Company or any Subsidiary, as the case may be, whether provided to directors in advance of, during or after, any meeting of the applicable Board of Directors, regardless of whether such director shall be in attendance at any such meeting, (B) the same compensation other outside members of the Board of Directors of the Company or any Subsidiary, as the case may be, shall receive in his or her capacity as a director and (C) reimbursement of the reasonable out-of-pocket expenses of such director incurred in attending the meetings of the Board of Directors of the Company or any Subsidiary, as the case may be.
Board Nominees. For so long as the Notes remain outstanding, the Board will recommend to the nominating committee of the Board and use its best efforts to elect (including recommending the election of the Nominees to the stockholders of the Company) and to cause to remain as directors on the Board two (2) Nominees designated by the Majority Holders. If any Event of Default shall occur and be continuing, the Company will nominate and use its best efforts to elect and to cause to remain as a director on the Board for so long as such Event of Default continues, one (1) additional Nominee designated by the Majority Holders. For so long as the Investors own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least 50% of the shares of Common Stock of the Company beneficially owned by them (within the meaning of Rule 13d-3 under the Exchange Act) on the Closing Date, the Company will nominate and use its best efforts to elect and to cause to remain as directors on the Board at least one Nominee designated by the Majority Holders. Any vacancy created by the death, disability, retirement or removal of any such individual may be filled by the Majority Holders. In the event the Board is increased to more than nine directors, for so long as the Notes remain outstanding the Majority Holders shall be entitled to the whole number of Nominees obtained by multiplying (a) the number of directors on the Board (including the Nominees) by (b) a fraction, the numerator of which is equal to the number of shares of Common Stock issuable upon conversion or Exchange of the Notes and the denominator of which is equal to the total number of shares of capital stock of the Company then outstanding as measured in each case on an as converted to Common Stock basis.
Board Nominees. Red Oak hereby withdraws, effective upon the nomination to the Board of Directors of the persons framed in Section 3 as stated below and the Company hereby acknowledges the withdrawal of, (a) Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxxxxx as proposed nominees to the Board for purposes of the 2010 Annual Meeting and (b) the additional stockholder proposals set forth in Red Oak's letter to the Company dated May 4, 2010.
Board Nominees. The Company shall maintain a Board of Directors consisting of the number of directors specified in the Stockholders' Agreement and use its best efforts to have the nominees designated pursuant to the Stockholders' Agreement elected to the Board of Directors in accordance with, and subject to, the terms thereof.
Board Nominees. 15. (a) Company Covenant. . . . . . . . . . . . . . . . . . . . . . . . . .15. (b) Investor Covenant . . . . . . . . . . . . . . . . . . . . . . . . .15. 6.2 Financial And Business Information. . . . . . . . . . . . . . . . . . .15. (a) Monthly And Quarterly Statements. . . . . . . . . . . . . . . . . .16. (b)
Board Nominees. On the Closing Date, the Board will adopt a resolution fixing the number of members of the Board at seven. Subject to the right of the holders of Preferred Stock, the Company will only nominate for election as directors of the Company persons approved in advance and in writing by the Purchaser.
