Board Number; Board Nomination. (a)Until the First Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four (4) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the up to four individuals identified in advance by the Founding Shareholders.
Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, two (2) directors, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two individuals identified in advance by the Xxxxxxx Xxxxxx Funds.
Board Number; Board Nomination. (a) For so long as the FFL Group beneficially owns a number of shares of Common Stock that represents at least the lesser of 25% of the Original Amount of the FFL Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization) or 4.9% of the shares of Common Stock and other securities of the Company entitled to vote together with the Common Stock as a single class of all matters with respect to which the Common Stock is entitled to vote, the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a Class III director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which Class III directors of the Company are to be elected, one individual identified in advance by the FFL Group (the “FFL Nominee”).
Board Number; Board Nomination. (a) For so long as the Blackstone Group beneficially owns a number of shares of Common Stock that represents at least 40% of the Original Amount of the Blackstone Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, one individual identified in advance by the Blackstone Group (the “Blackstone Nominee”).
Board Number; Board Nomination. 2.1 The Board is currently composed of seven members.
Board Number; Board Nomination. 2.1 At all times until this Agreement terminates pursuant to Section 3.6, Providence shall have the right (but not the obligation) to nominate one individual as a candidate for election to the Board so long as (1) there is not then serving on the Board another individual previously nominated pursuant to this Agreement (a “Prior Nominee”) unless such Prior Nominee has agreed in writing to resign effective upon the appointment of another individual nominated by Providence, (2) such individual has been considered and approved by the CSRA Nominating/Corporate Governance Committee based on criteria reasonably and consistently applied for Board eligibility for an issuer listed on the NYSE and (3) such individual meets the Director Qualification Standards contained in CSRA’s Corporate Governance Guidelines (an individual satisfying clauses (1) – (3), an “Eligible Nominee”). CSRA (i) shall use its best efforts to have an Eligible Nominee appointed promptly following receipt by CSRA of a written request from Providence to do so (which efforts shall include causing an increase in the size of the Board, if necessary) and (ii) shall include such Eligible Nominee in the slate of nominees recommended by the Board to CSRA Stockholders for election as a director at the next (and if such Eligible Nominee is serving on the Board when the applicable proxy statement is filed and this Agreement has not terminated pursuant to Section 3.6, each subsequent) annual or special meeting of the CSRA Stockholders (or, if permitted, by any action by written consent of the CSRA Stockholders) at or by which directors of CSRA are to be elected, provided, for purposes of this clause (ii), that such request is received at least five business days before CSRA’s proxy statement for such next annual or special meeting has been filed with the SEC. If Providence so requests in writing, CSRA shall (1) notify Providence of the date CSRA expects to file its proxy statement with the SEC in respect of CSRA’s next anticipated annual or special meeting of stockholders and (2) not reschedule such SEC filing to an earlier date without providing notice to Providence at least ten business days prior to such rescheduled filing date.
Board Number; Board Nomination. Until the Frrst Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four (4) individuals and the Company shall obtain any necessary approvals from the Toard, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in tqe slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholdees) at which directors of the Company are to be elected, the up to four individuals identified in advance by the Founding Shareholderf. After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv five (5) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shxll include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directots of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shalf have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board three (3) individuals and the Company shall obtain any necetsary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominels recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholners) at which directors of the Company are to be elected, the one individual identified in advance by the Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Nominees”). In the event that the Founding Sharehol...
Board Number; Board Nomination. (a) For so long as Chesham beneficially owns 12.5% or more of the total number of Ordinary Shares outstanding, Chesham shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board one (1) director of the Class III and the Board shall, (i) include such individual in the slate of nominees recommended to the shareholders of the Company (the “Shareholders”) for election as a director of such Class at any annual or special general meeting of the Shareholders at which directors of such Class are to be elected and (ii) if applicable, appoint such individual as a director of such Class at any Board meeting at which directors of such Class are to be appointed by cooptation and whose final appointment shall be resolved at the next general meeting of the Shareholders (the “Chesham Nominee”).
Board Number; Board Nomination. (a) As of the date hereof, the Board shall be comprised of eight (8) directors, (i) the following three (3) of whom shall be deemed to have been nominated by the Deshe Family Shareholders: Xxx Xxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxxx (the “Deshe Directors”) and (ii) the following three (3) of whom shall be deemed to have been nominated by the Diamond Family Shareholders: Xxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxx Xxx-Xxxx (the “Diamond Directors”). The foregoing directors shall be divided into two classes of directors, each of whose members shall serve for staggered two-year terms as follows:
Board Number; Board Nomination. (a) For so long as the aggregate of (i) the number of shares of Common Stock beneficially owned by the Blackstone Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by the Blackstone Group (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent at least 40% of the Original Amount of the Blackstone Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, one individual identified in advance by the Blackstone Group (the “Blackstone Nominee”).
