Designation of Nominees Sample Clauses

Designation of Nominees. (a) At all times during the Earnout Period and prior to a CEO Event, nominees for election as director by the Company and included as a nominee for election as director in any management information circular of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate three (3) directors to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two (2) directors to serve on the Board, and proportionate number on any committees thereof, and (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors to the Board, and a proportionate number on any committees thereof (the “Co-Nominated Directors”). (b) At all times after a CEO Event, nominees for election as director by the Company and included as a nominee for election as director in any management information circular of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate four (4) directors to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two (2) directors to serve on the Board, and proportionate number on any committees thereof, (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors to the Board, and proportionate number on any committees thereof, and (iv) Sponsor and Shareholders’ Representative may nominate the new CEO (or any subsequent CEO) as a director on the Board. (c) Each of the Shareholders’ Representative and Sponsor having nomination rights in accordance with this Section 3 shall be referred to herein as a “Nominating Person”. The directors nominated (i) by the Shareholders’ Representative pursuant to this Section 3 shall be referred to herein as the “CMG Directors”, and (y) by the Sponsor pursuant to this Section 3 shall be referred to herein as the “Sponsor Directors”. Each Initial Director and any other individual nominated or designated to serve as member of the Board pursuant to this Section 3 is referred to herein as a “Director Designee”.

Designation of Nominees. The Nominating Stockholders hereby ----------------------- irrevocably designate the following individuals as nominees for election to the Board of Directors of the Company as Class B Directors: Xxxxxx X. Xxxxx, Xxxxxx X.

Designation of Nominees. (a) Subject to Section 8 hereof: (i) during the term of the Agreement the Xxxx Group shall have the right to designate four nominees for election as directors of Xplor (together, the "Xxxx Nominees", and individually an "Xxxx Nominee"). The initial Xxxx Nominees are Xxxxxx X. Xxxx, Xx., Xxxx X. Xxxx, Xxxxx X. Xxxxxx and Xxxx X. XxXxxxx who shall be elected directors of Xplor effective upon the Closing under the Exchange Agreement and take office as soon as permitted by Securities and Exchange Commission Rule 14f-1; (ii) the Xxxxx Group shall have the right to designate two nominees for election as directors of Xplor (together, the "Xxxxx Nominees", and individually a "Xxxxx Nominee") for the one year term commencing with the Annual Meeting to be held in 1997 and the right to designate one nominee for election as a director of Xplor for the one year term commencing with the Annual Meeting to be held in 1998. The initial Xxxxx Nominees are Xxxxxx X. Xxxx and J. Xxxxxx Xxxxx who are currently in office and shall remain so when the Xxxx Nominees and the Lomak Nominee take office as herein provided; and (iii) during the term of the Agreement the Lomak Group shall have the right to designate one nominee for election as a director of Xplor (the "Lomak Nominee"). The initial Lomak Nominee is Xxxx X. Xxxxxxxxx who shall be elected a director of Xplor effective upon the Closing under the C:\WPWIN60\XPLOR\VENUS\STOCKHOL.AGR 5/19/97 12:14 pm 2 Page 80 of 89 pages Exchange Agreement and take office as soon as permitted by Securities and Exchange Commission Rule 14f-1. (b) The Xxxxx Group, the Xxxx Group and the Lomak Group shall each cause its nominees who are directors to nominate the designees as the management slate of directors. (c) At least 50 days prior to any meeting (or written action in lieu of a meeting) of stockholders of Xplor at or by which directors are to be elected, each party entitled to name Nominee(s) for director(s) of Xplor shall notify the other such parties and Xplor in writing of such party's Nominee(s) for election as director(s), together in each case with information about such Nominee(s) necessary for Xplor to comply with applicable disclosure requirements. In the absence of any such notification, it shall be presumed that the then incumbent Nominee(s) have been redesignated as the respective party's Nominee(s).

Designation of Nominees. In respect of any Director Election Meeting: (a) As long as any Shareholder Group holds, directly or indirectly, at least 20% of the Common Shares outstanding (on a non-diluted basis), its Principal Shareholder shall be entitled to designate a number of Nominees equal to the product of (rounding to the nearest whole number) (i) the percentage of the Common Shares held by such Shareholder Group (on a non-diluted basis) multiplied by (ii) the Board Size. For illustration purposes only, the following table illustrates the minimum percentage of the Common Shares which are required to be held by a Shareholder Group to designate the number of Nominees shown: 2 22 % 20 % 20 % 20 % 20 % 20 % 3 36 % 31 % 28 % 25 % 23 % 21 % 4 N.A. 44 % 39 % 35 % 32 % 29 % (b) In addition to any rights 9368-2672 may have under Section 3.1.2(a), as long as the 9368-2672 Permitted Holders hold, directly or indirectly, at least 5% of the Common Shares outstanding (on a non-diluted basis), 9368-2672 shall be entitled to designate: (i) for so long as Xxxx Xxxxxx is performing the role of chief executive officer, one (1) Nominee (in addition to Xxxx Xxxxxx, who will be appointed to the Board for so long as he is performing the role of chief executive officer of the Company); or (ii) at any other time, Xxxx Xxxxxx as a Nominee.

Designation of Nominees. The Company shall give the Purchaser written notice (the “Company Designation Request”) (i) requesting that the Purchaser designate directors pursuant to the terms of Sections 2(a) and 2(b), (ii) stating the Company’s intention to take all Necessary Actions to include such designees in its upcoming proxy statement to shareholders, and (iii) providing the date on which the proxy statement is to be mailed (the “Mailing Date”), such Company Designation Request to be delivered not less than 45 days prior to the Mailing Date. To designate a director pursuant to the provisions of Sections 2(a) and 2(b), the Purchaser shall be required to have given the Company written notice of the Purchaser’s designees, together with all information relating to such designee or designees required to be included by the Company in such proxy statement under applicable laws, including the federal proxy rules (the “Designation Notice”), on or before the tenth day prior to the Mailing Date (the “Designation Date”). If the Purchaser shall have failed to designate nominees for election to fill any of the Purchaser Director or New Independent Director slots on the Board as provided in this Section 2 by the Designation Date, such director nominees shall instead be designated by the Nominating and Governance Committee not later than two days before the Mailing Date (the “Final Designation Date”), and such director shall, if elected, (i) serve until the end of such director’s term and until his or her successor is duly elected and qualifies, (ii) be an Independent Director (if not an Purchaser Director), (iii) assume all Committee positions previously held by the prior Purchaser Director or New Independent Director, as applicable, and (iv) otherwise be deemed the Purchaser Director or New Independent Director, as applicable, for purposes of this Agreement, until the next meeting of Company shareholders at which the shareholders vote for the election of directors of the class in which such Purchaser Director or New Independent Director serves.

Designation of Nominees. (1) The Corporation covenants and agrees to nominate for election as directors of the Corporation at any Director Election Meeting the following persons: (a) during the Initial Period: (i) the Chief Executive Officer of the Corporation; (ii) four nominees nominated by TELUS (each, a “TELUS Nominee” and collectively, the “TELUS Nominees”); (iii) two nominees nominated by Baring (each, a “Baring Nominee” and collectively, the “Baring Nominees”); and (iv) one individual designated by the Board who is Independent. (b) during the Transition Period: (i) the Chief Executive Officer of the Corporation; (1) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), five TELUS Nominees; and (2) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 5% (but less than 50%) of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), the greater of: (1) such number of TELUS Nominees that represents the TELUS Group’s proportionate share of the Directors comprising the Board (rounded up to the nearest whole number) based on the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis) of the TELUS Group; and (2) one TELUS Nominee; and (iii) as long as the Baring Group owns, controls or directs, directly or indirectly, at least 5% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), one Baring Nominee; and (iv) two individuals designated by the Board who are Independent. (c) during the Ongoing Period, except as may otherwise be agreed by TELUS and Baring: (i) the Chief Executive Officer of the Corporation; (1) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), six TELUS Nominees; and (2) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 5% (but less than 50%) of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), the greater of: (1) such number of TELUS Nominees that represents the TELUS Group’s proportionate share of the Directors comprising the Board (rounded up to the nearest whole number) based on the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis) of the TELUS Group; and (2) one TELUS Nominee; and (iii)...

Designation of Nominees. (a) So long as a Shareholder named below shall continue to hold (with any members of its Shareholder) no less than thirty-five (35%) of the shares of Preferred Stock originally acquired by it, such Shareholder shall be entitled, but shall be under no obligation, to designate one nominee for election to the Board of Directors by the Shareholders: Telantis Venture Partners V, Inc. (b) In the event a designation is not made by Telantis Venture Partners V, Inc. in accordance with this Section 2.1, unless otherwise agreed by such Shareholder, the Shareholders will use their best efforts to ensure that such position on the Board of Directors shall be left vacant until a nominee is so designated.

Designation of Nominees. Pursuant to the terms and subject to the conditions of this Section 2 and Applicable Law, for as long as the Investors hold, directly or indirectly, on an aggregate basis, at least 2,625,000 Shares, the Investor Group shall be entitled to designate one Nominee.

Designation of Nominees. The Investors shall advise Techno Expres and the Corporation in writing of the names of the individuals the Investors have designated as their nominees to the Board as soon as practicable before each meeting of Shareholders. In addition, the Corporation shall reimburse each nominee to the Board that is an employee of an Investor his reasonable out-of-pocket expenses (including travelling costs) incurred in connection with his attendance at each meeting of the Board.

Designation of Nominees. Pursuant to the terms and subject to the conditions of this Section 4.1 and applicable law, in respect of any Director Election Meeting the Company shall take all necessary action to nominate at least three (3) Independent Directors who meet the requirements set forth in Rule 10A-3 of the Exchange Act. In addition, in respect of any Director Election Meeting: (a) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 40% of the Voting Shares outstanding (on a non-diluted basis), the BCP Group Permitted Holders shall be entitled to designate 50% of the Nominees, rounding up to the nearest whole number; (b) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 20% of the Voting Shares outstanding (but less than 40% thereof), the BCP Group Permitted Holders shall be entitled to designate the greater of (i) one Nominee and (ii) 30% of the Nominees, rounding up to the nearest whole number; (c) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 5% of the Voting Shares outstanding (but less than 20% thereof), the BCP Group Permitted Holders shall be entitled to designate the greater of (i) one Nominee and (ii) 10% of the Nominees, rounding up to the nearest whole number; and (d) as long as the Xxxxx Group Permitted Holders hold, directly or indirectly, at least 5% of the Voting Shares outstanding, the Xxxxx Group Permitted Holders shall be entitled to designate one Nominee.