Board of Directors Nominees. (a) Subject to Section 2.2, the Investors shall be entitled collectively to designate one nominee (an "Investor Nominee") for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 5%. The Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law.
(b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is elected to the Board of Directors, including soliciting proxies in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors.
(c) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their incumbent nominee.
(d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged.
(e) In the event that an Investor Nominee shall cease to serve as a director of the Parent, whether due to such Investor Nominee's death, disability, resignation or removal, the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law.
(f) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent of Engaged is not entitled to such compensation but is entitled to such expense reimbursement.
(g) The Parent shall indemnify an Investor Nominee a...
Board of Directors Nominees. (a) For so long as the Investor owns directly or indirectly, 17.0% or more of the outstanding Common Shares, the Investor shall be entitled to designate two nominees (each an “Investor Nominee”), either of whom may be non-residents of Canada, for election or appointment to the Board and for so long as the Investor owns directly or indirectly, less than 17.0% of the outstanding Common Shares but 7.5% or more of the outstanding Common Shares, the Investor shall be entitled to designate one Investor Nominee for election or appointment to the Board, who may be non-resident of Canada.
(b) On the date hereof, Xxxxx Xxxxxxxx and Tian Zejun, shall be appointed as the Investor Nominees to serve on the Board until the next annual meeting of the Company’s shareholders.
(c) The Investor shall advise the Company of the identity of each Investor Nominee at least ten Business Days prior to the date on which proxy solicitation materials are to be mailed (as advised by the Company to the Investor) for purposes of any meeting of shareholders at which directors of the Company are to be elected. If the Investor does not advise the Company of the identity of any Investor Nominees prior to such deadline, then the Investor will be deemed to have nominated its incumbent nominees. The Company shall advise the Investor of the mailing date of any such proxy solicitation materials at least 20 Business Days prior to such date.
(d) In the event that any Investor Nominee shall cease to serve as a director of the Company, whether due to such Investor Nominee’s death, disability, resignation or removal, the Company shall cause the Board to promptly appoint a replacement Investor Nominee designated by the Investor to fill the vacancy created by such death, disability, resignation or removal, provided that the Investor remains eligible to designate an Investor Nominee.
(e) Following the appointment of the Investor Nominees, including any replacement Investor Nominees, the size of the Board shall remain at 12 directors.
Board of Directors Nominees. (a) Effective at Closing, the Board of Directors shall consist of seven directors. Subject to Section 2.3, and provided that the Beneficial Ownership of the Investor is 33% or greater, the Investor shall be entitled to designate three nominees (each an “Investor Nominee”) for election to the Board of Directors; provided, however, that the number of Investor Nominees will be reduced: (i) to two if the Beneficial Ownership of the Investor is at least 20% but less than 33%; or (ii) to one if (A) the Beneficial Ownership of the Investor is less than 20% and (B) the Investor satisfies the Nomination Right Ownership Requirement.
(b) Each Investor Nominee must be an individual that meets the qualification requirements to act as a director in accordance with Section 2.2. The parties acknowledge that the initial Investor Nominees shall be Xxxxxxxxxxx Xxxxxxxx, Xxxx Xxxx and Xxxx Xxxxxxxxxx, who have been determined by the Board of Directors to satisfy the requirements set forth in Section 2.2(a) and have been appointed to the Board of Directors as of the date hereof.
(c) Where the number of Investor Nominees that the Investor is entitled to designate is reduced pursuant to Section 2.1(a), the Investor shall advise the Company as soon as reasonably practicable, but in any event within 5 Business Days, which of the Investor Nominees will resign from the Board of Directors. Any such resignation by an Investor Nominee will occur as soon as practicable, but in any event within 5 days following the date that the Investor delivers notice to the Company of the Investor Nominees that will resign from the Board of Directors.
(d) The Company shall (i) recommend and reflect such recommendation in any management information circular relating to any meeting where directors of the Company are elected (or submit to shareholders by written consent, if applicable) that the shareholders of the Company vote to elect each Investor Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of the Company; and (ii) solicit proxies in favour of and otherwise support his or her election, each in a manner no less favourable than the manner in which the Company supports its other nominees selected by the Independent Directors (the “Company Nominees”) for election to the Board of Directors. For any meeting of the Company’s shareholders (or written consent in lieu of a meeting) for the election of members to the Board of ...
Board of Directors Nominees. (a) Subject to the provisions of this Article 2, the Investor shall be entitled to designate one nominee (an “Investor Nominee”) for election to the Board. For so long as (i) the Purchased Debentures remain outstanding in full; or (ii) the Investor owns at least 9.9% of the issued and outstanding Common Shares; or (iii) the Investor is entitled, pursuant to the terms of this Agreement (including the exercise of the Participation Rights and Top-up Rights whether or not currently exercisable), to acquire Common Shares, which, together with the other Common Shares held by the Investor, would represent at least 9.9% of the issued and outstanding Common Shares (collectively, the “Minimum Threshold”), the Investor shall also be entitled to designate a number of Investor Nominees (but in any event at least one Investor Nominee) for election to the Board proportionate to its then Common Share ownership interest in the Issuer, rounded down to the extent that such entitlement would result in a fractional Investor Nominee.
(b) Notwithstanding anything to the contrary in this Agreement, each Investor Nominee shall, as a condition of election or appointment as a director, satisfy the following conditions as reasonably determined by the Board (such conditions referred to as the “Conditions”):
Board of Directors Nominees. SpaceLogic shall have nominated at least five (5) individuals, reasonably acceptable to MBYI and Baytree Capital Associates, LLC, including such number of independent directors as required by the Sarbanes-Oxley Act of 2002, to join the Board of Directors.
Board of Directors Nominees. Subject to Section 2.4, the Investors shall be entitled collectively to designate (i) two nominees (each an “Investor Nominee”) for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 11.1% and (ii) one Investor Nominee for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is less than 11.1% but greater than 5%. Each Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law.
Board of Directors Nominees. The Stockholder shall have nominated at least four (4) individuals including such number of independent directors as required by NASDAQ’s rules, to join the Board of Directors of ActiveWorlds and Baytree Capital Associates, LLC shall have nominated one (1) individual to join the Board of Directors of ActiveWorlds.
Board of Directors Nominees. (a) Corus agrees that upon the issuance of the Consideration Shares in accordance with the terms of the Purchase Agreement, the Board of Directors shall immediately appoint three initial Shaw Nominees to serve on the Board of Directors until the next annual general meeting of Shareholders.
(b) Corus covenants and agrees to take all necessary steps to decrease the size of the Board of Directors to a total of 12 Corus Directors (including the Shaw nominees) and cause the resignation or retirement of one member of the Board of Directors that is not a Shaw Nominee, in each case prior to July 31, 2016.
(c) Following the decrease of the size of the Board of Directors as contemplated in Section 2.1(b): (i) for so long as Shaw beneficially owns at least 30% of the outstanding Corus Shares, Shaw shall be entitled to three Shaw Nominees; (ii) for so long as Shaw beneficially owns at least 20% but less than 30% of the outstanding Corus Shares, Shaw shall be entitled to two Shaw Nominees; (iii) for so long as Shaw beneficially owns at least 10% but less than 20% of the outstanding Corus Shares, Shaw shall be entitled to one Shaw Nominee; and (iv) if Shaw beneficially owns less than 10% of the outstanding Corus Shares, Shaw shall not be entitled to any Shaw Nominees.
(d) Corus hereby agrees to nominate and recommend for election, at each meeting of Shareholders at which Corus Directors are to be elected, such number of Shaw Nominees as set forth in Section 2.1(c) for election to the Board of Directors.
(e) Shaw agrees that both the initial Shaw Nominees and all subsequent Shaw Nominees, shall in each case (i) be “Canadian” as defined in the Direction to the CRTC (Ineligibility of Non-Canadians); and (ii) satisfy, as applicable, Corus’s eligibility criteria of general application (as determined in good faith by the Board of Directors or an authorized committee thereof and including, for greater certainty, any applicable laws, regulations or stock exchange rules or policies) for director candidates (the “Director Eligibility Criteria”). In addition, Shaw agrees that not less than two (one, if Section 2.1(c)(ii) applies) of the three Shaw Nominees must meet the independence criterion set forth in Section 1.4 of NI 52-110, provided that if Section 2.1(c)(iii) applies the foregoing independence criterion shall not be applicable, and that not less than one of the three Shaw Nominees must meet the requirements of NI 52-110 to sit on the Corus audit committee.
(f) Shaw shall a...
Board of Directors Nominees. (a) Subject to the provisions of this Article 2, the Investor shall be entitled to designate one nominee (an “Investor Nominee”) for election to the Board. For so long as (i) the Purchased Debentures remain outstanding in full; or (ii) the Investor owns at least 9.9% of the issued and outstanding Common Shares; or (iii) the Investor is entitled, pursuant to the terms of this Agreement (including the exercise of the Participation Rights and Top-up Rights whether or not currently exercisable), to acquire Common Shares, which, together with the other Common Shares held by the Investor, would represent at least 9.9% of the issued and outstanding Common Shares (collectively, the “Minimum Threshold”), the Investor shall also be entitled to designate a number of Investor Nominees (but in any event at least one Investor Nominee) for election to the Board proportionate to its then Common Share ownership interest in the Issuer, rounded down to the extent that such entitlement would result in a fractional Investor Nominee.
(b) Notwithstanding anything to the contrary in this Agreement, each Investor Nominee shall, as a condition of election or appointment as a director, satisfy the following conditions as reasonably determined by the Board (such conditions referred to as the “Conditions”):
(i) each Investor Nominee shall have such skills and experience reasonably consistent with other individuals who hold directorships on companies listed on the TSX or any other stock exchange on which the Common Shares are then listed;
(ii) each Investor Nominee must meet the qualification requirements to serve as a director under the Act (or any equivalent statute of a jurisdiction to which the Issuer has been continued or under which it is otherwise governed), Securities Laws and the rules of the TSX or any other stock exchange on which the Common Shares are then listed;
(iii) each Investor Nominee shall have received all such approvals as may be required to be obtained from any Governmental Entity with oversight over the business of the Issuer;
(iv) where the Investor is entitled to nominate more than two Investor Nominees, at least one third of the Investor Nominees must be an Independent Director;
(v) each Investor Nominee must not be an officer, director or employee of a competitor of the Issuer (excluding the Investor and any of its Affiliates, provided such Affiliate is not engaged directly in the cultivation, processing, transport, sale or distribution of cannabis (as defin...
