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”.
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Samples: Transaction Agreement (TPCO Holding Corp.), Nomination Rights Agreement (TPCO Holding Corp.)
Designation of Nominees. (a) At all times during Pursuant to the Earnout Period and prior to a CEO EventCertificate of Incorporation, nominees for election as director by the Company and included as a nominee for election as director in any management information circular holders of the Company relating to a Director Election Meeting shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will Series A Preferred have the right to nominate three elect one member of the Board voting as a class separate from the holders of Common Stock. So long as the Series A Shareholder named below shall continue to hold (3with any members of its Group) directors no less than thirty five percent (35%) of the shares of Series A Preferred initially acquired by it under the Series A Purchase Agreement (on an as-converted basis), such Series A Shareholder shall be entitled, but shall be under no obligation, to serve on the Board, and proportionate number on any committees thereof, (ii) Sponsor will have the right designate one nominee 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 be elected to the BoardBoard by the holders of the Series A Preferred (a "Series A Director"). SI VENTURE FUND II, and L.P. ("SI") Initially, the Series A Director designated by SI will be N. Xxxx Rin. The Series A Director designated by SI shall be a proportionate number on any committees thereof (Class III director under Section 5.2 of the “Co-Nominated Directors”)Certificate of Incorporation.
(b) At all times after The Company hereby agrees to use its best efforts to cause the Board of Directors to appoint a CEO Eventperson designated by Ascent Venture Partners III, nominees for election L.P. ("Ascent") to serve as a Class II director upon the purchase of Series A Preferred by Ascent pursuant to the Series A Purchase Agreement. Initially, this person shall be Xxxxx Xxxxx. Such person (also a "Series A Director") will be elected pursuant to a vote by the Company Preferred Shareholders and included the holders of Common Stock, voting together as a nominee for election single class of capital stock as director set forth in any management information circular Sections 5(a) of the Company relating Certificates of Designation for the Series A Preferred and the Series B Preferred. So long as Ascent shall continue to a Director Election Meeting hold (with any members of its Group) no less than thirty five percent (35%) of the shares of Series A Preferred initially acquired by it under the Series A Purchase Agreement (on an as-converted basis), Ascent shall be nominated as follows: (i) entitled, but shall be under no obligation, to designate the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right one nominee 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) be so elected as a director on the BoardClass II director.
(c) Each of In the Shareholders’ Representative and Sponsor having nomination rights event a designation is not made by SI or Ascent in accordance with this Section 3 2.1, unless otherwise agreed by SI or Ascent or unless SI or Ascent has notified the Company in writing that it no longer wishes to have the right to designate one of the nominees for Series A Director, the Series A Shareholders will use their best efforts to ensure that such position on the Board shall be referred left vacant until nominees are so designated but in no event longer than thirty (30) days. If SI or Ascent has notified the Company in writing that it no longer wishes to herein designate the nominee for Series A Director, if SI or Ascent fails to designate a nominee within thirty (30) days after the position becomes vacant or if SI or Ascent shall no longer own thirty five percent (35%) or more of the shares of Series A Preferred initially acquired by it under the Purchase Agreement (on an as-converted basis), the nominee for the Series A Director which should have been designated by SI or Ascent, as a “Nominating Person”. The directors nominated (i) by the Shareholders’ Representative pursuant to this Section 3 case may be, shall be referred to herein as the “CMG Directors”, and (y) designated 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 majority action of the Board pursuant to this Section 3 is referred to herein as a “Director Designee”Series A Shareholders.
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Designation of Nominees. (a) At all times during The Board of Directors of the Earnout Period and prior Company shall be composed of no more than nine members. PubliGroupe shall have the right to a CEO Event, designate three nominees for election as director directors of the Company (the "PubliGroupe Nominees"). Two nominees for election as directors of the Company shall be designated by the Founders owning at least a majority of the total number of Shares held by the Founders (the "Founder Nominees"). The Chief 64 Executive Officer of the Company and included on the date hereof (the "CEO Nominee") shall be designated as a nominee for election as a director in any management information circular of the Company relating Company. The remaining three directors shall be "Independent Directors." The initial Independent Director nominees have been designated and elected in accordance with the provisions of the Second Amended Stockholders Agreement (the Independent Director nominees so designated being hereinafter referred to as the "Independent Director Nominees"). Each Independent Director Nominee shall continue to serve until such Independent Director Nominee resigns or is removed as a Director Election Meeting shall be nominated as follows: (i) in accordance with 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”).terms of this Agreement
(b) At all times after a CEO Event, nominees for election as director by any time when the Company Founders and included as a nominee for election as director Advance shall own in any management information circular the aggregate less than 10% of the Company relating outstanding Common Stock of the Company, the number of Founder Nominees to a Director Election Meeting the Board of Directors shall be nominated as follows: (i) reduced from two to one and the Shareholders’ Representative (includingBoard of Directors shall select a successor Nominee, any successor Shareholders’ Representative) will have which shall be an Independent Director, designated by a majority vote of the right to nominate four (4) directors to serve on remaining members of 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 BoardBoard of Directors.
(c) Each of In 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 event that either (i) the Stockholders shall cease to own in the aggregate at least 51% of the outstanding shares of Common Stock of the Company, or (ii) Advance and the Founders shall cease to own in the aggregate at least 5% of the outstanding shares of Common Stock of the Company (a "Dilution Event"), then the number of Founder Nominees to the Board of Directors shall be reduced to zero. The Board of Directors shall thereafter continue to be composed of nine members, five of whom shall be Independent Directors, three of whom shall be PubliGroupe Nominees and one of whom shall be the CEO Nominee. The two new Independent Director Nominees needed to replace the Founder Nominees shall be proposed by PubliGroupe and the Shareholders’ Representative duly qualified successor Independent Director Nominees proposed by PubliGroupe shall be elected by a majority vote of the remaining members of the Board of Directors (excluding the Founder Nominees being replaced) within ten (10) days thereafter.
(d) A Founder Nominee being replaced pursuant to this Section 3 provision shall be referred continue to herein as the “CMG Directors”, and (y) serve until a duly qualified successor Independent Director shall have been elected by the Sponsor pursuant to this Section 3 shall be referred to herein as the “Sponsor Board of 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”.
Appears in 1 contract
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”).[Reserved]
(b) At So long as the Employee Plan owns common stock of Employee Plan Holding and Employee Plan Holding owns Common Units, (A) the number of members of the Governing Board as set forth in Section 5.3 shall be increased by two (subject to the last sentence of this Section 6.1.1(b)), and the Union shall have the exclusive and special right to designate two individuals who are at all times after United States, citizens as nominees to serve as members of the Governing Board (one of whom shall be designated the “First Union Designee” and the other of whom shall be designated the “Second Union Designee”) to fill such newly created seats on the Governing Board; (B) the First Union Designee and the Second Union Designee shall each be entitled to one-half of one vote on matters submitted to a CEO Eventvote of the Governing Board; and (C) every reference in this Agreement to a majority or other proportion of members of the Governing Board shall refer to a majority or other proportion of votes of the members of the Governing Board. Except for the removal of any such member of the Governing Board by the Union, nominees each member of the Governing Board designated by the Union shall have a one-year term of office. The right of the Union to designate two members of the Governing Board may be exercised by written consent of the Union. At the time the Employee Plan no longer owns common stock of Employee Plan Holding or Employee Plan Holding no longer owns Common Units, the special right of the Union so to designate two members of the Governing Board shall terminate and the terms of such two members of the Governing Board designated by the Union shall terminate effective immediately without any further action upon such Person’s part. At any time when the Union has the right to designate a member of the Governing Board as provided in this Section 6.1.1(b), the Union shall have the exclusive right to remove such member of the Governing Board, without cause, from time to time and designate his or her successor and any vacancies in the seat held by the member of the Governing Board designated by the Union shall be filled only by designation of the Union. In addition, for so long as the Employee Plan owns shares of the common stock of Employee Plan Holding and Employee Plan Holding owns Common Units, the Union shall be entitled, but shall be under no obligation, to (y) designate one nominee for election as director by to the Applicable Board of each subsidiary of the Company (provided, that any such nominee shall at all times be a United States citizen) and (z) send a representative (who in no event shall have voting rights with respect to any actions of the Governing Board or any committee thereof) to each meeting of the Governing Board of the Company and included as a nominee for election as director in any management information circular Applicable Board of each subsidiary of the Company relating and any committee thereof; provided, that such representative shall have executed and delivered a confidentiality agreement in form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing provisions of this Section 6.1.1(b) and anything else in this Agreement to the contrary, the Union may at its option at any time, instead of a First Union Designee and a Second Union Designee each entitled to one-half of one vote on matters submitted to a Director Election Meeting shall be nominated as follows: (i) vote of the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate four (4) directors to serve on the Governing Board, and proportionate number designate a single member of the Governing Board entitled to one full vote on any committees thereofmatters submitted to a vote of the Governing Board (a “Single Union Designee”), (ii) Sponsor will have with such Single Union Designee otherwise being subject to the right to nominate two (2) directors to serve on the Boardsame requirements, and proportionate number on any committees thereofhaving the same rights, (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 First Union Designee or a Second Union Designee; it being agreed that the BoardUnion may from time to time switch from having both a First Union Designee and a Second Union Designee (each with one-half vote) to having a Single Union Designee (with one full vote), or switch from having a Single Union Designee (with one full vote) to having both a First Union Designee and a Second Union Designee (each with one-half vote).
(c) Each During the Sciens Ownership Period, C-Defense Holding shall be entitled, but shall be under no obligation, to designate the members of the Shareholders’ Representative and Sponsor having nomination rights Governing Board (each, a “Colt Designee”) that are not designated by the Union in accordance with Section 6.1.1(b). If the Sciens Ownership Period is no longer in effect and the Sciens Group owns, directly or indirectly, at least 7,614.685 of the Common Units beneficially owned on July 9, 2007, as equitably adjusted for any distributions of Units on the Common Units or subdivision or reclassification of such Common Units, then Sciens shall be permitted to send a representative (who in no event shall have voting rights with respect to any actions of the Governing Board or any committee thereof) to each meeting of the Governing Board of the Company and any committee thereof; provided, that such representative shall have executed and delivered a confidentiality agreement in form and substance reasonably satisfactory to the Company. Subject to the provisions of the immediately preceding sentence, such representative, if he or she is bound by a confidentiality agreement reasonably acceptable to the Company, shall be treated as if she or he were a member of the Governing Board with respect to notice of meetings, access to information and management and similar matters, including, without limitation, that such representative shall be entitled to receive copies of all written materials (including, without limitation, copies of meeting minutes) given to members of the Governing Board (at the same time and in the same manner as given to such members) in connection with such meetings (and, if the Company proposes to act by written consent, the Company shall provide such observer with copies of all written materials given to members of the Governing Board in connection with such action). At any time when C-Defense has the right to designate members of the Governing Board as provided in this Section 3 shall be referred to herein as a “Nominating Person”. The directors nominated 6.1.1(c), (i) C-Defense Holding shall have the exclusive right to remove any Colt Designee, without cause, from time to time and designate his or her successor and any vacancies in the seat held by the Shareholders’ Representative pursuant to this Section 3 Colt Designee shall be referred filled only by designation of C-Defense Holding and (ii) at least one Colt Designee shall be entitled, but shall be under no obligation, to herein serve on each committee of each Applicable Board. Promptly after the Sciens Ownership Period, each of the Colt Designees shall offer to resign and the Company shall have the right to remove such individuals from the membership of each Applicable Board and either the Members shall elect their successors or, absent such action, such board positions shall remain vacant.
(d) In the event a designation is not made by the Union or C-Defense Holding, as the “CMG Directors”case maybe, and (y) such Members that are entitled to make such designation in accordance with Section 6.1.1, unless otherwise agreed by the Sponsor pursuant to this Section 3 shall be referred to herein Union or C-Defense Holding, as the “Sponsor Directors”. Each Initial Director case may be, the Members and any other individual nominated or designated to serve as member of the Company will keep such position on the Governing Board pursuant to this Section 3 vacant until a nominee is referred to herein as a “Director Designee”so designated.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colt Defense LLC)
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) Pursuant to the Shareholders’ Representative (includingCertificate of Incorporation, any successor Shareholders’ Representative) will the holders of the Series A Preferred shall have the right to nominate three elect one member of the Board voting as a class separate from the holders of Common Stock (3the "Series A Director"). So long as SI Venture Fund II, L.P. ("SI") directors shall continue to serve hold (with any members of its Group) no less than thirty five percent (35%) of the shares of Series A Preferred initially acquired by it under the Series A Purchase Agreement (on an as-converted basis), SI shall be entitled, but shall be under no obligation to, designate the Series A Director. Initially, the Series A Director designated by SI will be N. Xxxx Rin. The Series A Director designated by SI shall be a Class III director under Section 5.2 of the Certificate of Incorporation. Pursuant to the Certificate of Incorporation, the holders of Series C Preferred shall so long as the holders of Series C Preferred continue to own as a group not less than 10% of the Series C Preferred owned by the Series C Shareholders on the Boarddate hereof, and proportionate number on any committees thereof, (ii) Sponsor will have the right to nominate two elect one (21) directors member of the Board voting as a class separate from the holders of Common Stock ("Series C Director"). So long as Apex Investment Fund IV, L.P. ("Apex") continues to serve on own no less than 35% of the Boardshares of Series C Preferred initially acquired by it under the Series C Purchase Agreement, and proportionate number on any committees thereof, and (iii) Sponsor and Shareholders’ Representative will mutually agree Apex shall be entitled but shall be under no obligation to nominate two (2) directors to designate the Board, and a proportionate number on any committees thereof (the “Co-Nominated Directors”)Series C Director.
(b) At all times after The Company hereby agrees to use its best efforts to cause the Board of Directors to appoint a CEO Eventperson designated by Ascent Venture Partners III, nominees for election L.P. ("Ascent") to serve as a Class II director upon the purchase of Series A Preferred by Ascent pursuant to the Series A Purchase Agreement. Initially, this person shall be Xxxxx Xxxxx. Such person (also a "Series A Director") will be elected pursuant to a vote by the Company Preferred Shareholders and included the holders of Common Stock, voting together as a nominee for election single class of capital stock as director set forth in any management information circular Sections 5(a) of the Company relating Certificates of Designation for the Series A Preferred and the Series B Preferred. So long as Ascent shall continue to a Director Election Meeting hold (with any members of its Group) no less than thirty five percent (35%) of the shares of Series A Preferred initially acquired by it under the Series A Purchase Agreement (on an as-converted basis), Ascent shall be nominated as follows: entitled, but shall be under no obligation, to designate the one (i1) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right nominee 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) be so elected as a director on the BoardClass II director.
(c) Each of In the Shareholders’ Representative and Sponsor having nomination rights event a designation is not made by SI, Apex or Ascent in accordance with this Section 3 2.1, unless otherwise agreed by SI, Apex or Ascent or unless SI, Apex or Ascent has notified the Company in writing that it no longer wishes to have the right to designate one of the nominees for Series A Director, or Series C Director as applicable, the Series A Shareholders or the Series C Shareholders as applicable will use their best efforts to ensure that such position on the Board shall be referred left vacant until nominees are so designated but in no event longer than thirty (30) days. If SI, Apex or Ascent has notified the Company in writing, that it no longer wishes to herein designate the nominee for Series A Director, if SI Apex or Ascent fails to designate a nominee within thirty (30) days after the position becomes vacant or if SI, Apex or Ascent shall no longer own thirty five percent (35%) or more of the shares of Series A Preferred or Series C Preferred as a “Nominating Person”. The directors nominated applicable initially acquired by it under the Purchase Agreement (i) on an as-converted basis), the nominee for the Series A Director , or Series C Director as applicable, which should have been designated by SI, Apex or Ascent, as the Shareholders’ Representative pursuant to this Section 3 case may be, shall be referred to herein as the “CMG Directors”, and (y) designated 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 majority action of the Board pursuant to this Section 3 is referred to herein Series A Shareholders or Series C Shareholders as a “Director Designee”applicable.
Appears in 1 contract
Designation of Nominees. (a) At all times during During the Earnout Blackstone Ownership Period, BMP shall be entitled, but shall be under no obligation, to designate two (2) members of the Governing Board (each, a “Blackstone Board Designee”) and of each other Applicable Board; provided, that each Black-stone Board Designee shall be required to be an investment professional of Blackstone or of any member of the Blackstone Group with the title and authority of at least a managing director. If the Blackstone Ownership Period is no longer in effect and prior the Blackstone Group owns, directly or indirectly, at least 7,614.685 of the Common Units originally issued pursuant to the Black-stone Purchase Agreement, as equitably adjusted for any distributions of Units on the Common Units or subdivision or reclassification of such Common Units, then BMP shall be permitted to send a CEO Event, nominees for election as director by representative (who in no event shall have voting rights with respect to any actions of the Governing Board or any committee thereof) to each meeting of the Governing Board of the Company and included as any committee thereof; provided, that such representative shall have executed and delivered a nominee for election as director confidentiality agreement in any management information circular form and substance reasonably satisfactory to the Company. Subject to the provisions of the Company relating immediately preceding sentence, such representative, if he or she is bound by a confidentiality agreement reasonably acceptable to a Director Election Meeting the Company, shall be nominated treated as follows: if she or he were a member of the Governing Board with respect to notice of meetings, access to information and management and similar matters, including, without limitation, that such representative shall be entitled to receive copies of all written materials (including, without limitation, copies of meeting minutes) given to members of the Governing Board (at the same time and in the same manner as given to such members) in connection with such meetings (and, if the Company proposes to act by written consent, the Company shall provide such observer with copies of all written materials given to members of the Governing Board in connection with such action). At any time when BMP has the right to designate members of the Governing Board as provided in this Section 6.1.1(a), (i) BMP shall have the Shareholders’ Representative exclusive right to remove any Blackstone Board Designee, without cause, from time to time and designate his or her successor and any vacancies in the seat held by the Blackstone Board Designee shall be filled only by designation of BMP and (includingii) at least one Blackstone Board Designee shall be entitled, any successor Shareholders’ Representative) will but shall be-under no obligation, to serve on each committee of each Applicable Board. Promptly after the Blackstone Ownership Period, each of the Blackstone Board Designees shall offer to resign and the Company shall have the right to nominate three (3) directors to serve on remove such individuals from the Boardmembership of each Applicable Board and either the Members shall elect their successors or, and proportionate number on any committees thereofabsent such action, (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”)such board positions shall remain vacant.
(b) At So long as the Employee Plan owns common stock of Employee Plan Holding and Employee Plan Holding owns Common Units, (A) the number of members of the Governing Board as set forth in Section 5.3 shall be increased by two (subject to the last sentence of this Section 6.1.1(b)), and the Union shall have the exclusive and special right to designate two individuals who are at all times after United States citizens as nominees to serve as members of the Governing Board (one of whom shall be designated the “First Union Designee” and the other of whom shall be designated the “Second Union Designee”) to fill such newly created seats on the Governing Board; (B) the First Union Designee and the Second Union Designee shall each be entitled to one-half of one vote on matters submitted to a CEO Eventvote of the Governing Board; and (C) every reference in this Agreement to a majority or other proportion of members of the Governing Board shall refer to a majority or other proportion of votes of the members of the Governing Board. Except for the removal of any such member of the Governing Board by the Union, nominees each member of the Governing Board designated by the Union shall have a one-year term of office. The right of the Union to designate two members of the Governing Board may be exercised by written consent of the Union. At the time the Employee Plan no longer owns common stock of Employee Plan Holding or Employee Plan Holding no longer owns Common Units, the special right of the Union so to designate two members of the Governing Board shall terminate and the terms of such two members of the Governing Board designated by the Union shall terminate effective immediately without any further action upon such Person’s part. At any time when the Union has the right to designate a member of the Governing Board as provided in this Section 6.1.1(b), the Union shall have the exclusive right to remove such member of the Governing Board, without cause, from time to time and designate his or her successor and any vacancies in the seat held by the member of the Governing Board designated by the Union shall be filled only by designation of the Union. In addition, for so long as the Employee Plan owns shares of the common stock of Employee Plan Holding and Employee Plan Holding owns Common Units, the Union shall be entitled, but shall be under no obligation, to (y) designate one nominee for election as director by to the Applicable Board of each subsidiary of the Company (provided, that any such nominee shall at all times be a United States citizen) and (z) send a representative (who in no event shall have voting rights with respect to any actions of the Governing Board or any committee thereof) to each meeting of the Governing Board of the Company and included as a nominee for election as director in any management information circular Applicable Board of each subsidiary of the Company relating and any committee thereof; provided, that such representative shall have executed and delivered a confidentiality agreement in form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing provisions of this Section 6.1.1(b) and anything else in this Agreement to the contrary, the Union may at its option at any time, instead of a First Union Designee and a Second Union Designee each entitled to one-half of one vote on matters submitted to a Director Election Meeting shall be nominated as follows: (i) vote of the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate four (4) directors to serve on the Governing Board, and proportionate number designate a single member of the Governing Board entitled to one full vote on any committees thereofmatters submitted to a vote of the Governing Board (a “Single Union Designee”), (ii) Sponsor will have with such Single Union Designee otherwise being subject to the right to nominate two (2) directors to serve on the Boardsame requirements, and proportionate number on any committees thereofhaving the same rights, (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 First Union Designee or a Second Union Designee; it being agreed that the BoardUnion may from time to time switch from having both a First Union Designee and a Second Union Designee (each with one-half vote) to having a Single Union Designee (with one full vote), or switch from having a Single Union Designee (with one full vote) to having both a First Union Designee and a Second Union Designee (each with one-half vote).
(c) Each During the Sciens Ownership Period, C-Defense Holding shall be entitled, but shall be under no obligation, to designate the members of the Shareholders’ Representative and Sponsor having nomination rights Governing Board (each, a “Colt Designee”) that are not designated by: (i) Blackstone in accordance with Section 6.1.1(a); and (ii) the Union in accordance with Section 6.1.1(b). If the Sciens Ownership Period is no longer in effect and the Sciens Group owns, directly or indirectly, at least 7,614.685 of the Common Units beneficially owned on the date of this Agreement, as equitably adjusted for any distributions of Units on the Common Units or subdivision or reclassification of such Common Units, then Sciens shall be permitted to send a representative (who in no event shall have voting rights with respect to any actions of the Governing Board or any committee thereof) to each meeting of the Governing Board of the Company and any committee thereof; provided, that such representative shall have executed and delivered a confidentiality agreement in form and substance reasonably satisfactory to the Company. Subject to the provisions of the immediately preceding sentence; such representative, if he or she is bound by a confidentiality agreement reasonably acceptable to the Company, shall be treated as if she or he were a member of the Governing Board with respect to notice of meetings, access to information and management and similar matters, including, without limitation, that such representative shall be entitled to receive copies of all written materials (including, without limitation, copies of meeting minutes) given to members of the Governing Board (at the same time and in the same manner as given to such members) in connection with such meetings (and, if the Company proposes to act by written consent, the Company shall provide such observer with copies of all written materials given to members of the Governing Board in connection with such action). At any time when C-Defense has the right to designate members of the Governing Board as provided in this Section 3 shall be referred to herein as a “Nominating Person”. The directors nominated 6.1.1(c), (i) C-Defense Holding shall have the exclusive right to remove any Colt Designee, without cause, from time to time and designate his or her successor and any vacancies in the seat held by the Shareholders’ Representative pursuant to this Section 3 Colt Designee shall be referred filled only by designation of C-Defense Holding and (ii) at least one Colt Designee shall be entitled, but shall be under no obligation, to herein serve on each committee of each Applicable Board. Promptly after the Sciens Ownership Period, each of the Colt Designees shall offer to resign and the Company shall have the right to remove such individuals from the membership of each Applicable Board and either the Members shall elect their successors or, absent such action, such board positions shall remain vacant.
(d) In the event a designation is not made by Blackstone or the Union or C-Defense Holding, as the “CMG Directors”case may be, and (y) such Members that are entitled to make such designation in accordance with Section 6.1.1, unless otherwise agreed by Blackstone or the Sponsor pursuant to this Section 3 shall be referred to herein Union or C-Defense Holding, as the “Sponsor Directors”. Each Initial Director case may be, the Members and any other individual nominated or designated to serve as member of the Company will keep such position on the Governing Board pursuant to this Section 3 vacant until a nominee is referred to herein as a “Director Designee”so designated.
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Samples: Limited Liability Company Agreement (Colt Finance Corp.)
Designation of Nominees. (a) At all times during The Board of Directors of the Earnout Period and prior Company shall be composed of no more than nine members. PubliGroupe shall have the right to a CEO Event, designate three nominees for election as director directors of the Company (the "PubliGroupe Nominees"). Two nominees for election as directors of the Company shall be designated by the Founders owning at least a majority of 46 the total number of Shares held by the Founders (the "Founder Nominees"). The Chief Executive Officer of the Company and included on the date hereof (the "CEO Nominee") shall be designated as a nominee for election as a director in any management information circular of the Company relating to a Director Election Meeting Company. The remaining three directors shall be nominated "Independent Directors." The initial Independent Director Nominees shall be designated as follows: :
(i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will Advance shall have the right to nominate three (3) directors to serve on designate one of the Board, Independent Directors who may be a United States resident; and proportionate number on any committees thereof, (ii) Sponsor will have the right other two Independent Directors shall be nominated by the affirmative vote of at least five of the CEO Nominee, Founder Nominees, the Independent Director designated by Advance, and PubliGroupe Nominees, voting together as a single group (the Independent Director nominees designated under clauses (i) and (ii) being hereinafter referred to nominate as the "Independent Director Nominees"). At least two (2) directors of the three Independent Director Nominees shall be non-United States residents so that if Advance designates an Independent Director who is a United States resident, the remaining two Independent Directors shall be non-United States residents, unless otherwise consented to by PubliGroupe. Each Independent Director Nominee elected to the initial Board of Directors shall continue to serve on until such Independent Director Nominee resigns or is removed as a Director in accordance with the Boardterms of this Agreement. Advance shall designate its Independent Director Nominee as soon as practicable but in any event before the closing of the Public Offering. Pending the designation by Advance of its Independent Director, and proportionate number on any committees thereof, and (iii) Sponsor and Shareholders’ Representative will mutually agree to nominate two (2) directors Advance may designate another nominee to the Board, and a proportionate number on any committees thereof (Board of Directors which is not an Independent Director to serve until the “Co-Nominated Directors”)replacement Independent Director Nominee is designated by Advance.
(b) At all times after a CEO EventNotwithstanding the foregoing, nominees for election as director in the event the Initial Public Offering shall not have occurred 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 June 30, 2000, Advance shall be nominated as follows: (i) the Shareholders’ Representative (including, any successor Shareholders’ Representative) will have the right to nominate four request the removal of any Independent Director designated by Advance (4or such Director's successor) directors to serve on and designate a replacement nominee which may or may not be an Independent Director (the Board"Advance Nominee"), 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 of Directors shall promptly take such action as is necessary to this Section 3 is referred to herein as a “Director Designee”elect the designated Advance Nominee.
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