Designation of Directors. (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal.
(b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that Xxxxx Xxxxxxx or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula:
(c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at ...
Designation of Directors. The designees to the Board described above (each a “Designee”) shall be selected as follows:
Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees of the Company (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock options.
Designation of Directors. Following the Closing Date:
(i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10% or more of the outstanding Shares (the director designated by Apache, the “Apache Director”);
(ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by I Squared, the “I Squared Directors”); and
(iii) Blackstone shall have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone Directors”).
(iv) Apache shall have the one-time right to designate to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent Director.
(v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.
Designation of Directors. Prior to a Cheniere Separation Event, (a) the Class A Members shall have the right to designate three (3) Directors (the “Class A Directors”), who shall initially be [—], [—] and [—], and (b) the Class B Members shall have the right to designate one (1) Director (the “Class B Director”), who shall initially be [—]. After a Cheniere Separation Event, the Class B Members shall have the right to designate all of the Directors.
Designation of Directors. Subject to Sections 2.1.3, 2.1.5 and 2.1.6 and the Company Articles of Association, the following persons shall be elected to the Board:
(a) three (3) persons designated by Silver Lake, who shall initially be Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxx and Xxxx X. Xxxxx (the “SLP Designees”);
(b) three (3) persons designated by KKR, one of whom shall be designated by KKR Millennium, who shall initially be Xxxxx Xxxxx, one of whom shall be designated by KKR Europe, who shall initially be Xxxx X. Xxxxxxx, and one of whom shall be designated by KKR Europe II, who shall initially be Xxxxx X. Xxxxxx, Xx. (the “KKR Designees”);
(c) one (1) person designated by Temasek, who shall initially be Xxxx Xxxx Tan, and who shall at all times be a person who qualifies as the Company’s Singapore resident director (the “Temasek Designee” and together with the SLP Designees and KKR Designees, the “Sponsor Designees”);
(d) one (1) person who shall be the then current Chief Executive Officer of the Company; and
(e) three (3) persons who shall, for so long as Section 2.5 shall be effective, be approved by Majority Sponsor Approval.
Designation of Directors. The Directors collectively shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable, including, without limitation, the following:
(a) managing the day-to-day operation of the Company;
(b) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;
(c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;
(d) investing Company funds;
(e) maintaining the assets of the Company in good order;
(f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;
(g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Directors may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Member unless expressly agreed in writing by the Member;
(h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Directors or a duly elected or appointed Officer of the Company, acting within the scope of his or her authority, to the business of the Company;
(i) entering into any and all other agreements with any other Person for any purpose in furtherance of the business of the Company, in such form as the Directors or a duly elected or appointed Officer of the Company, acting within the scope of his or her authority, may approve;
(j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company;
(k) selecting, removing and changing the authority ...
Designation of Directors. The two (2) Chicago designees to the Company’s Board of Directors described above (each a “Chicago Designee”) shall be designated by Rxxxxx Chez, or his affiliates or designee (“Chicago Investor”). The one (1) New York designee to the Company’s Board of Directors described above (the “New York Designee”, and collectively with the Chicago Designees, the “Designees”) shall be designated by Axxxxx Xxxx or his designee (“New York Investor”). The one (1) Bxxxxxxx designee to the Company’s Board of Directors described above (the “Bxxxxxxx Designee”, and collectively with the Chicago Designees and the New York Designee, the “Designees”) shall be designated by Dxxxxxx X. Xxxxxxxx or his designee (“Bxxxxxxx”). Each Designee must be eligible under applicable law and regulations of Nasdaq and FINRA to serve on the Board, provided however, that the Designees shall not be required to be “independent” under Nasdaq Listing Rules.
Designation of Directors. Each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, so as to elect as the members of the Board:
(a) (i) a total of three (3) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing;
(b) (i) a total of three (3) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least two-thirds of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon ...
Designation of Directors. The Company shall use its best efforts to cause any directors designated by the Purchasers as provided in the Stockholders’ Agreement to be elected to the board of directors of the Company, in accordance with the terms of the Stockholders’ Agreement.
