Designation Right Clause Samples

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist of up to nine (9) members, which number of members shall not be changed except pursuant to an amendment to the Restated M&A. For so long as NLVC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, NLVC shall be entitled to designate one (1) Director (the “NLVC Director”). For so long as Hike holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Hike shall be entitled to designate one (1) Director (the “Hike Director”). For so long as Qiming holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Qiming shall be entitled to designate one (1) Director (the “Qiming Director”). For so long as SCC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, SCC shall be entitled to designate one (1) Director (the “SCC Director”, together with the NLVC Director, the Hike Director and the Qiming Director, the “Investor Directors”, each an “Investor Director”). The Founder Holdcos shall have the right to appoint and remove up to five (5) Directors (the “Ordinary Directors”, and each an “Ordinary Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long as the Key Parties and the Founder Holdcos hold any Share of the Company, the Founder Holdcos shall be entitled to appoint more than the majority of the directors of the Board of the Company. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director.

Designation Right. As of the date of this Agreement, the Board consists of nine (9)

Designation Right. So long as KRH beneficially owns at least 5% of the Membership Units in Holdings II, KRH shall have the right to designate a number of persons for appointment or nomination, as the case may be, for election to the Board (each, a “Designee”).

Designation Right. (a) So long as JLL (as defined below) holds in the aggregate, at least 934,488 limited liability company membership interests designated as “Common Interests” of JGWPT LLC (“JGWPT Holdings LLC Common Interests”) or at least 20% of the aggregate number of JGWPT Holdings LLC Common Interests then held by members of JGWPT Holdings, LLC who were members of JGWPT Holdings LLC (or its predecessor of the same name) on July 12, 2011, then JLL shall have the right to designate four (4) persons for appointment or nomination, as the case may be, for election to the Board (each, a “JLL Designee”), as specified in Section 1.2(a). For purposes of this Agreement, “JLL” means the JLL Holders, JLL Fund V AIF I, LP, a Delaware limited partnership, JLL Fund V AIF II, LP, a Delaware limited partnership, any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by JLL Partners, Inc., or any affiliate of any of the foregoing (including JLL Partners, Inc.).

Designation Right. The Board of the Company shall consist of not more than three (3) directors. The Investor shall be entitled to designate two (2) directors to the Board of the Company (each, an “Investor Director” and collectively, the “Investor Directors”) and the Founder shall be entitled to designate one (1) director to the Board.

Designation Right. The Company hereby acknowledges and agrees that the Company’s Board of Directors (the “Board”) or a committee thereof shall nominate four individuals designated by the Stockholders (the “Designees”) for election at each annual or special meeting of the Company’s stockholders at which an election of directors is held (the “Designation Right”). The Designation Right of the Stockholders shall be exercised by each Key Stockholder as follows: (i) two Designees shall be designated by ▇▇▇▇ ▇. ▇▇▇▇ (or his estate), which Designees shall initially be ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇; (ii) one Designee shall be designated by ▇▇▇▇▇▇ ▇▇▇▇▇ (or his estate), which Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) one Designee shall be designated by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (or his estate), which Designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. The Designation Right shall be subject to applicable rules of the Nasdaq Stock Market and shall be reduced or eliminated if required thereby. In the absence of any designation from a Key Stockholder who is then entitled to make a designation (on behalf of the Stockholders) as specified above, the Designee or Designees previously designated by such Key Stockholder and then serving shall be re-nominated by the Board or a committee thereof for re-election as a member of the Board. The Company further acknowledges and agrees that, in the event any Designee or Designees designated by a Key Stockholder (on behalf of the Stockholders) for any reason ceases to serve as a member of the Board during his or her term of office, the Board or a committee thereof shall nominate a new Designee designated by such Key Stockholder (on behalf of the Stockholders) for election to fill the vacant directorship by the Stockholders. Notwithstanding anything contained herein to the contrary, (a) in the event that a person or his estate ceases to be a Key Stockholder, such person’s right to exercise the Designation Right on behalf of the Stockholders shall automatically terminate upon such event and the Designation Right of the Stockholders shall be reduced by one or more Designees (as applicable) and (b) in the event that either ▇▇▇▇▇▇ ▇▇▇▇▇ (or his estate) or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (or his estate) ceases to have a Designation Right, then ▇▇▇▇ ▇. ▇▇▇▇ (or his estate) shall thereafter be entitled to designate one Designee and not two.

Designation Right. The Board of the Company shall consist of not more than five (5) directors. For so long as the Investor holds any Investment Securities, the Investor shall be entitled to designate one (1) director to the Board of the Company.

Designation Right. On the date hereof, and in recognition of the benefits realized by the Trust from the sale of certain assets owned by LF Strategic Realty Investors, L.P. ("LFSRI"), and in accordance with Sections 2.1 and 2.4 of the Declaration of Trust (the "Declaration") of the Trust, the Board of Trustees (the "Board") has increased the number of Trustees of the Trust from five to six and appointed Murr▇ ▇▇▇▇▇ ▇▇ fill the vacancy created by such increase. In further recognition of such benefits, the Trust agrees to use commercially reasonable efforts, during the Term and subject to compliance with applicable law and the Declaration, to cause Murr▇ ▇▇▇▇▇ (▇▇ such replacement for Murr▇ ▇▇▇▇▇ ▇▇ LFSRI may select and who is reasonably acceptable to the Board) to be nominated for election to the Board at each annual meeting of shareholders of the Trust and, if elected, to serve until the next annual meeting of shareholders of the Trust and until his or her successor is elected and qualified. The Trust's agreement contained herein shall terminate upon expiration of the Term. Upon expiration of the Term, the holders of a majority of the Board may, in their discretion, request such designee to resign from the Board.

Designation Right. For so long as the Series A Investor holds any Preferred Share then outstanding, the Series A Investor shall be entitled to designate one (1) Director (the “Series A Director”), who shall initially be ▇▇. ▇▇▇▇ Huadong (王华东) (a citizen of the PRC with his Identity Card Number 370982198503292054). For so long as there is any Series B Preferred Share outstanding and TBP holds any Series B Preferred Shares, TBP shall be entitled to designate one (1) Director (the “Series B Director”) who shall initially be Ms. SUN Tingting (a citizen of the PRC with Identity Card Number 372301198308100329). For so long as there is any Series C Preferred Share outstanding and YOUYI holds any Series C Preferred Shares, YOUYI shall be entitled to designate one (1) Director (the “Series C Director”). For so long as there is any Series D Preferred Share outstanding, the Majority Series D Preferred Shareholders shall be entitled to designate one (1) Director (the “Series D Director”). For so long as there is any Series E Preferred Share outstanding, the Majority Series E Preferred Shareholders shall be entitled to designate one (1) Director (the “Series E Director”, together with the Series A Director, Series B Director, the Series C Director and the Series D Director, the “Investor Directors”), and the holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a single class shall be entitled to elect two (2) Directors by a majority vote. Mr. ▇▇▇ ▇▇▇▇, being a Director appointed by the holders of the Ordinary Shares, shall have seven (7) votes for any matter which is subject to Board approval, and each of the other Directors shall have one (1) vote for any matter which is subject to Board approval. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director.