Designation of Slate. (a) Any Investors' Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Directors (including the Chairman if he or she is an Independent Director). Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Nominees shall be Xxxxxxx Xxxxx (appointed by GS Capital), and [ ] (appointed by GS Capital) and [ ] (appointed by LXH II). The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby created. The remaining members of the Board shall be Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and one additional Independent Director.
(b) The parties hereby agree that for so long as (i) the Investors are permitted to designate three Investors' Directors pursuant to this Agreement, two directors shall be designated by GS Capital and one director shall be designated by LXH II, (ii) the Investors are permitted to designate two Investors' Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II and (iii) the Investors are permitted to designate one Investors' Director pursuant to this Agreement, that director shall be designated by GS Capital.
(c) If, for any reason, all of the Investors' Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital as to the identity of a representative of GS Capital, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2...
Designation of Slate. (a) Any Investor Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Non-Investor Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Non-Investor Directors (including the Chairman of the Board if he or she is an Independent Director) except that, to the extent that any such Non-Investor Director nominees are to be appointed by other holders of Voting Securities pursuant to any stockholders agreement existing on the date hereof between Hexcel and such holders of Voting Securities, such nominees shall be designated by such holders in accordance with the terms of such agreement. Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investor Nominees shall be Xxxxxx X.
Designation of Slate. Any Ciba Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated by Ciba, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Directors (including the Chairman and the President if he or she is an Independent Director). Hexcel's nominating committee shall nominate each person so designated. The initial Ciba Nominees shall be Xxxx M. D. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxx. The initial Chairman shall be Xxxx X. Xxx. The initial President shall be Xxxxxxx Xxxxxxxxxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Ciba Nominees and the initial President to fill the vacancies thereby created. The remaining members of the Board shall be Xxxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxxxx X. Xxxxxxx.
Designation of Slate. Any Investor Nominees that are included in a slate of directors pursuant to Section 3.02 shall be designated by the Investors, subject to the approval of the Nominating Committee of the Board. No Investor Nominee shall be an officer of any gold mining company (other than the Significant Stockholder or any of its Affiliates) or be required to report any matter pursuant to Item 401(f) (other than subsection (1) thereof) of Regulation S-K promulgated under the Securities Act (as in effect on the date hereof). The Company's nominating committee shall nominate each person so designated. The initial Investor Nominees shall be Milton H. Ward, and two additional individuals specified by the Investoxx. Xxxx xxxxxmmation of the Merger, the number of directors constituting the entire Board will be fixed at ten and a sufficient number of the then serving members of the Board will resign in order to permit the appointment to the Board of the initial Investor Nominees to fill the vacancies thereby created. The Board will take all reasonable actions necessary to so appoint the initial Investor Nominees to the Board, effective immediately following the Effective Time and the Board will take all reasonable actions necessary to appoint any replacement Investor Director to the Board as contemplated by Section 3.04.
Designation of Slate. Any Morgxx Xxxinees that are included in a slate of directors pursuant to Section 2.3 shall be designated by Morgxx Xxxociates, and any non-Morgxx Xxxinees that are to be included in any slate of directors shall be designated in accordance with the Bylaws of the Company or the provisions of the Kinder Governance Agreement, as applicable. The Company's nominating committee shall nominate each person so designated.
Designation of Slate. Any Berkshire/Greenbriar Nominees or Goldman Nominees that are included in a slate of directors pursuant to Section 17 shall be designated by the Berkshire/Greenbriar Investors, in accordance with the Stockholders Agreement, on the one hand, or the Goldman Investors, in accordance with the Governance Agreement, on the other hand, respectively. Any Non-Berkshire/Greenbriar Director nominees and any Non-Goldman Director nominees who are to be included in any slate of directors pursuant to Section 17 shall be designated by majority vote of the then incumbent Directors who are not Investors' Directors (including the Chairman of the Board if he or she is an Independent Director). The Corporation's nominating committee, if any (or if there is no such nominating committee, the Board of Directors or any other duly authorized committee thereof) shall nominate each person so designated.
Designation of Slate. (i) Any Investor Nominees that are to be included in a slate of directors pursuant to Section 7.2 shall be designated by the Investor by prior written notice to the Company, subject to the reasonable approval by the Nominating Committee and further subject to applicable Law and the Nominating Committee’s fiduciary duties. Any Non-Investor Director nominees who are to be included in any slate of directors shall be designated by the Nominating Committee. The Nominating Committee shall nominate each person so designated, subject to applicable Law and its fiduciary duties.
(ii) If, for any reason, a nominated Investor Director is not elected to the Board by the stockholders, then the Company shall exercise all authority under applicable Law to cause such person to be elected to the Board.
Designation of Slate. (i) Any Investor Nominee to be included in a slate of directors pursuant to Section 1.2 shall be designated by either one of the Investors, on behalf of itself and the other Investor, by prior written notice to the Company, subject to the approval of the Nominating Committee (which approval shall be withheld only if the Nominating Committee determines in good faith, after consultation with outside counsel to the Company, that its fiduciary duties require it to do so) and further subject to applicable legal or national securities exchange governance requirements regarding service as a director of the Company. In the event that the Nominating Committee determines in good faith, after consultation with outside legal counsel, that its inclusion in a slate of directors pursuant to Section 1.2 of a particular Investor Nominee would constitute a breach of its fiduciary duties or would result in a violation of applicable legal or national securities exchange governance requirements, then the Board shall include in such slate another Investor Nominee (subject in each case to this Section 1.3(a)(i)).
(ii) The Company shall exercise all authority under applicable law to cause the number of directors which shall constitute the Board to be sufficient to allow the election or appointment of the Investor Nominee entitled to be nominated to the Board in accordance with Section 1.2.
Designation of Slate. Any Kinder Nominees that are included in a slate of directors pursuant to Section 2.3 shall be designated by Kinder, and any non-Kinder Nominees that are to be included in any slate of directors shall be designated in accordance with the Bylaws of the Company or the provisions of the Morgxx Xxxernance Agreement, as applicable. The Company's nominating committee shall nominate each person so designated.
Designation of Slate. Any Investors' Nominees that are included in a slate of directors pursuant to Section 17 shall be designated by the Investors, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 17 shall be designated by majority vote of the then incumbent Independent Directors (including the Chief Executive Officer (who shall also be the Chairman of the Board) if he or she is an Independent Director). The Corporation's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof) shall nominate each person so designated.
