Director Designation. (a) The majority of the Board shall, immediately prior to the Offering and at all times following the Offering, be comprised of directors who qualify as “independent directors” (or any such analogous term) under the rules of the New York Stock Exchange. For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Board will consist of a minimum of 5 and a maximum of 15 directors.
(b) For so long as Xxxxxx and its Affiliates beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding Shares, Xxxxxx shall be entitled to designate one (1) director for nomination by the Board from time to time (the “Xxxxxx Director”).
(c) For so long as ECP and its Affiliates beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding Shares, ECP shall be entitled to designate one (1) director for nomination by the Board from time to time (the “ECP Director”).
Director Designation. Following the effective time of the Merger and continuing for so long as Subscriber holds Flame Class A Shares representing not less than 10% of the total issued and outstanding Flame Class A Shares:
(i) Subscriber shall have the right to designate one Class II director to Flame’s board of directors; and
(ii) Sable will take all necessary action to cause the individual designated by Subscriber pursuant to this Section 8(c) to be included in the slate of nominees recommended by Flame’s board of directors (or any authorized committee thereof) to Flame’s stockholders for election as a director at each annual meeting of the stockholders of Flame during which Class II directors are being elected and hall use commercially reasonable efforts to cause the election of such designee, including nominating such individual to be elected as a director of Flame, recommending such individual’s election and soliciting proxies in favor of the election of such designee.]4 4 Bracketed section is only included in the Sable PIPE Subscription Agreement with Metamorphic Pecan, LLC.
Director Designation. (a) The Company agrees to cause the Board on the date hereof to consist of 10 directors (individually, a “Director” and, collectively, the “Directors”), subject to future increase or decrease in accordance with the Company’s by-laws and this Agreement.
(b) For so long as MP TMA LLC, MP TMA (Cayman) LLC and their respective Affiliates (collectively, “MP”) beneficially own Warrant Shares, unexercised Warrants or other shares of Common Stock representing: (i) at least 5% but less than 10% of the shares of Common Stock outstanding on a fully diluted basis, then MP may designate one Director; (ii) at least 10% but less than 15% of the shares of Common Stock outstanding on a fully-diluted basis, then MP may designate two Directors; and (iii) at least 15% of the shares of Common Stock outstanding on a fully-diluted basis, then MP may designate three Directors. Each such designee is a “MP Designee.” For purposes of this Section 9(b), “fully diluted” excludes shares of Common Stock reserved for issuance upon the conversion of shares of preferred stock.
(c) The Company agrees to appoint to the Board designees of two Persons party to this Agreement other than MP and the Company (such designees and the MP Designees, collectively, the “Holder Designees,” and such designating Persons and MP, collectively, the “Significant Holders”).
(d) The Company agrees to include in the slate of nominees recommended by the Board to the shareholders of the Company each Holder Designee and to use its best efforts to cause the election of each Holder Designee to the Board.
(e) If at any time a Significant Holder shall notify the Company in writing of its desire to remove, with or without cause, any Director of the Company previously designated by it, the Company shall use its best efforts to remove such Director from the Board.
(f) If any Holder Designee ceases to serve on the Board (whether by reason of death, resignation, removal or otherwise), the Significant Holder who designated such Director shall be entitled to designate a successor Director to fill the vacancy created thereby.
(g) The parties hereto hereby agree that any individual designated as a Director of the Company may be removed for cause with or without the consent of the Significant Holder which designated such individual. No such removal of an individual designated pursuant to this paragraph 9 shall affect any Significant Holder right to designate a successor Director pursuant to paragraph 9(f).
(h) Notwithstanding any...
Director Designation. During the period in which KAI owns an Interest in the Project(s), Shorewood, at KAI's request, shall elect Virgxxxx X. Xxxxxx xx her designee as a member of the board of directors of the Project(s) (or similar governing body), provided there is a board of directors (or similar governing body) of the entity which owns the Project(s). Any designee of Virgxxxx X. Xxxxxx xxxt be acceptable to Shorewood and nothing herein shall limit Shorewood's right to determine the number of board members.
Director Designation. Until such time as Buyer shall have sold, redeemed, or converted, all of its shares of Preferred Stock acquired pursuant to this Agreement, Xxxxx shall have the right to designate an ex officio member of the Company's Board of Directors, which designee shall receive notices of (and related materials for discussion at), and shall be entitled to attend and participate in all meetings of the Company's Board of Directors, as well as all meetings of committees of the Company's Board of Directors, which notices (and related materials) shall be delivered to such designee at the same time and in the same manner as such communications are given to members of the Company's Board of Directors. Such designee shall be reimbursed for the costs and expenses of his/her attendance at all such meetings in the same manner and in the same amounts as are members of the Company's Board of Directors, and such designee shall receive the same compensation for attendance at meetings of the Company's Board of Directors (including Committee meetings) as is received by members of the Company's Board of Directors.
Director Designation. At least two Business Days prior to the Closing Date, the Purchaser shall have identified to the Company in writing the individual to initially be designated to the Board of Directors by the Purchaser in accordance with the terms of the Amended and Restated Certificate, and the Purchaser or such designee shall have delivered or caused to be delivered such customary information and documentation with respect to such designee as the Company may reasonably request.
Director Designation. During the Director Designation Period (as defined below), Parent shall cause the Company Stockholder, to be nominated for election as a Director of Parent. On or prior to the Closing Date, the Company Stockholder and Provident Pioneer Partners, L.P. (“Provident Pioneer”) shall enter into an agreement pursuant to which, subject to the provisions thereof, Provident Pioneer will agree to vote for the Company Stockholder as a Director of Parent during such Director Designation Period (the “Voting Agreement”). For purposes hereof, the “Director Designation Period” shall mean the three (3) year term of the Xxxxx Employment Agreement; provided, however, that: (i) the Company Stockholder shall not be in material default at any time under the terms of such Xxxxx Employment Agreement and/or any other obligations of the Company Stockholder to each of Parent and/or the Surviving Corporation; (ii) the Company Stockholder continues to beneficially own not less than 364,706 shares of Parent Common Stock received as Merger Consideration hereunder (i.e., 75% of the aggregate shares of Parent Common Stock received by the Company Stockholder as Merger Consideration hereunder); and (iii) the Company Stockholder shall not have resigned or been terminated or removed as a Director of Parent.
Director Designation. Following the Closing, Parent shall take all necessary corporate and other actions to appoint one additional individual designated by Seller and reasonably acceptable to Parent to Parent's Board of Directors as promptly as practicable following the designation of such individual by Seller. Seller shall make such designation no later than 12 months from the date hereof. Notwithstanding the foregoing, Seller shall be entitled at any time during such 12-month period to relinquish its right to designate such additional individual for appointment to Parent's Board of Directors by providing notice to Parent of such relinquishment in accordance with Section 11.1 of the Transaction Agreement. If Seller has not made such designation prior to the expiration of such 12-month period, Seller shall be deemed to have relinquished its right to designate such additional individual for appointment to Parent's Board of Directors.
Director Designation. For so long as the Purchaser holds at least fifty percent (50%) of the Shares initially issued to it hereunder, the Purchaser shall have the right to designate one director of the Corporation (the “Director Designee”). At any meeting of stockholders at which directors of the Corporation are proposed for election (or through the distribution of any written consent or proxy of stockholders solicited by the Corporation or any third party for the election of directors), the Corporation shall propose the Director Designee for election to the Board of Directors, subject to approval by the stockholders. In lieu of a request for designation and nomination as a director, the Purchaser may substitute the Director Designee with a non-voting observer to the Board of Directors. The non-voting observer, if any, shall be bound by the same duties, including confidentiality, as would a director of the Corporation, as well as any Corporation policies applicable to directors of the Corporation; provided, however, the non-voting observer shall have no fiduciary duty to the Corporation.
Director Designation. Immediately prior to the Effective Time, Parent shall appoint to Parent's Board of Directors an individual designated by the Company, provided that such designee must be satisfactory to each of the persons set forth in Section 6.03(f) of the Company Disclosure Schedule.
