Director Designation Rights Sample Clauses

Director Designation Rights. (a) On or prior to the date hereof, the Board has adopted resolutions that (i) increase the number of individuals that constitute the whole Board by two persons, and (ii) resolved to fill the newly-created directorships, effective as of the date hereof, with individuals designated by PXP (each, a “Designated Director”). Each time the Board appoints a Designated Director, it will also adopt resolutions such that each Designated Director (a) qualifies as a “Continuing Director” for purposes of the indenture governing McMoRan’s 11.875% Senior Notes due 2014 and (b) will not be in the class of persons serving on the Board that could result in (x) a “Change of Control” as defined clause (iii) of the definition thereof in McMoRan’s indenture governing its 5-1/4% Convertible Senior Notes due 2011, (y) a “Change in Control” as defined on clause (b) of the definition thereof in McMoRan’s Amended and Restated Credit Agreement dated as of August 6. 2007, as amended, or (z) a similar change of control under any other agreement to which McMoRan is a party. (b) For so long as PXP and its Affiliates are the Beneficial Owners of at least 10% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate two Designated Directors. In the event that PXP and its Affiliates are the Beneficial Owners of less than 10% but at least 5% of the issued and outstanding shares of McMoRan Common Stock, then PXP shall have the right to designate one Designated Director. In the event that PXP and its Affiliates are the Beneficial Owners of less than 5% of the issued and outstanding shares of McMoRan Common Stock, PXP shall have no right to designate any directors to the Board. (c) Each Designated Director shall, in the reasonable judgment of McMoRan, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or disqualified from serving as a director of McMoRan pursuant to any rule or regulation of the SEC or NYSE or by applicable law, and (iii) have not engaged in (A) acts or omissions constituting a breach of such Designated Director’s duty of loyalty to any organization, (B) any transaction from which such Designated Director derived an improper personal benefit, or (C) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. PXP shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Dire...

Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the Company agrees to appoint one individual selected by the AIGH Holder (the “Appointed Director”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following the Closing by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder may designate each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, s...

Director Designation Rights. On or prior to the date hereof, the Board of Directors of Stratus has adopted resolutions that (a) increase the number of individuals that constitute the whole Board by one person, and (b) resolved to fill the newly-created directorship, effective as of the date hereof, with an individual designated by Xxxxxxx (a “Designated Director”) and (c) specify the class to which such Designated Director shall be appointed. For so long as Xxxxxxx and its Affiliates are the Beneficial Owners of at least 5.0% of the issued and outstanding shares of Stratus Common Stock, then Xxxxxxx shall have the right to designate one Designated Director. In the event that Xxxxxxx and its Affiliates are the Beneficial Owners of less than 5.0% of the issued and outstanding shares of Stratus Common Stock, Xxxxxxx shall have no right to designate any directors to the Board. The Designated Director shall, in the reasonable judgment of Stratus, (a) have the requisite skill and experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of Stratus pursuant to any rule or regulation of the SEC or NASDAQ or by applicable law, and (c) have not engaged in (i) acts or omissions constituting a breach of such Designated Director's duty of loyalty to any organization, (ii) any transaction from which such Designated Director derived an improper personal benefit, or (iii) acts or omissions that involve intentional misconduct, intentional violation of law or crimes of moral turpitude. Xxxxxxx shall timely provide, and shall use its commercially reasonable efforts to cause the Designated Director to timely provide, Stratus with accurate and complete information relating to Xxxxxxx and the Designated Director that may be required to be disclosed by Stratus under the Securities Act or the Exchange Act. In addition, at Stratus's request, Xxxxxxx shall cause the Designated Director to complete and execute Stratus's standard director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by Stratus. The Parties agree that the initial Designated Director shall be Xxxxxxx Xxxxxx. Not less than one hundred twenty (120) days prior to each annual meeting of stockholders of Stratus (assuming for these purposes that each such annual meeting shall be held on the anniversary of the prior year's annual meeting) at which dire...

Director Designation Rights. (a) For so long as the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute at least 7.5% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP. The Holders’ Representative may designate the director for appointment on behalf of the Partnership Unitholders pursuant to its authority in Section 3.17 of this Agreement. (b) If at any time the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute less than 7.5% of the outstanding Common Units, the right of the Partnership Unitholders to appoint one director pursuant to this Agreement shall forever terminate. (c) If, following appointment to the Board of Directors of the Partnership GP, the director appointed by the Partnership Unitholders resigns or is otherwise unable to serve for any reason, or is removed, and the Partnership Unitholders still have the right to appoint such director pursuant to Section 2.05(a), then, the Partnership Unitholders shall be entitled to designate a replacement director. The Partnership Unitholders may cause the removal of any director appointed by the Partnership Unitholders for any reason. The Sole Member may remove the director appointed by the Partnership Unitholders only for Cause or pursuant to clause (d) below. (d) In the event that the Rentech Partnership Unitholders and their Included Assignees cease to hold the minimum percentage of the outstanding Common Units that entitles the Partnership Unitholders to appoint a director to the Board of Directors of the Partnership GP pursuant to Section 2.05(a), the Sole Member may remove such director from the Board of Directors of the Partnership GP for any reason. (e) By written notice to the Partnership GP, the Partnership Unitholders may, in their sole discretion, unilaterally terminate or waive their right to appoint directors to the Board of Directors of the Partnership GP pursuant to this Section 2.05.

Director Designation Rights. The following Holders shall have the following rights to designate individuals as Designees to serve as members of the Company's Board of Directors:

Director Designation Rights. Subject to the other provisions of this Section 5.04, for so long as TCW is the “beneficial owner” under Rule 13d-3 under the Exchange Act of any shares of Class A Common Stock, then the Board or a committee thereof will nominate, and USWS will use its commercially reasonable efforts to cause the stockholders to elect Xxxx Xxxxxxx to the Board as a Class III Director at the 2021 annual or special meeting of the stockholders of USWS at which Class III Directors are to be elected to the Board; provided, however, that USWS shall not be bound by the foregoing provision on or after the date that Xxxx Xxxxxxx ceases to be employed by TCW or its Affiliates. Nothing in this Section 5.04 shall be deemed to prohibit the Board or USWS from taking any action that at least a majority of the members of the Board determines in good faith may be necessary to (i) comply with any rule or regulation of the SEC or NASDAQ or (ii) comply with applicable law.

Director Designation Rights. The Company's Certificate of Incorporation entitles the holders of the Series B Preferred Stock to elect four directors so long as any Series B Preferred Stock is outstanding. Following the Closing Date the Shareholders agree to vote for directors for such four director positions, designated as follows: (i) Leverage shall have the right to designate one director; (ii) Xxxxxx Xxxxx shall have the right to designate one director; (iii) Maimon shall have the right to designate one director; and (iv) Xxx Xxxxx shall have the right to designate one director. Such designees may be either the persons nominated by the Company's Board of Directors to serve as directors or such other persons as the Shareholder(s) may designate in accordance with the provisions of this Agreement. Each Shareholder with director designation rights represents and warrants (i) that any director now or hereafter designated by such Shareholder under this Agreement is not (and will not be at the time of designation) a person of the type described in 17 CFR 230.262(b), the text of which is attached hereto as Exhibit A, and (ii) that the director designation rights held by such Shareholder, the exercise thereof, and the voting for the election of such director do not (and will not) violate any applicable law, statute, rule or regulation or any applicable order or decree, including without limitation any federal or state securities law, statute, rule or regulation or any order or decree of the Securities Exchange Commission or state securities agency.

Director Designation Rights. For so long as the Investor or its Affiliates collectively hold (a) at least 50% of the Warrant or (b) at least 50% of the Exercise Shares underlying the Warrant, the Investor shall be entitled to designate for recommendation by the Nominating and Corporate Governance Committee of the Board of Directors pursuant to Section 5.3(c) and, upon such recommendation, nomination by the Board of Directors, one (1) director from time to time as set forth below (any individual designated by the Investor, the “Investor Designee”).

Director Designation Rights. The Subscribers shall have such rights as are set forth in the Certificate of Designation.

Director Designation Rights. Each of the Series B Investors hereby agrees that effective from and after the Closing Date (as defined in the SII Agreement), with respect to the exercise of their shareholder voting rights: (a) Any rights of the Series B Investors, or any of them individually, under the Series B Purchase Agreements to designate members of the Good Times Board of Directors (the "Board") are hereby cancelled; and (b) In lieu thereof, (i) The Bxxxxx Company, LLLP ("Bxxxxx") and its Affiliates (as defined in the SII Agreement) shall have the right to designate one member of the Board, and (ii) Exxx X. Xxxxxxxx ("Rxxxxxxx") and his Affiliates shall have the right to designate one member of the Board. Notwithstanding the foregoing, if Bxxxxx or Rxxxxxxx (in each case, together with its or his Affiliates) ceases to own at least 600,000 shares of Good Times' common stock (as adjusted for any stock splits, reverse splits or similar capital stock transactions), then Bxxxxx or Rxxxxxxx, as the case may be, shall no longer have the right to designate a member of the Board but shall have the right to exercise its or his shareholder voting rights in the same manner as all other shareholders of Good Times who do not have director designation rights.