Director Designee. (a) So long as Abiomed and/or one or more of its Affiliates collectively are the beneficial owners of at least 5% of the outstanding Common Stock (determined in accordance with Rule 13d-3 under the 1934 Act), Abiomed shall have the right to designate one person for election to the Board of Directors of the Company, who shall be Xxxxxxx X. Xxxxxxx or, if he is no longer the Chief Executive Officer of Abiomed, the then current Chief Executive Officer of Abiomed (the “Abiomed Designee”). The Company shall use its commercially reasonable efforts to cause the Abiomed Designee to be elected to the Company’s Board of Directors promptly following Abiomed’s request. Abiomed shall have the right to remove or replace any Abiomed Designee by giving notice to such Abiomed Designee and the Company. The Company shall use its commercially reasonable efforts to effect the removal or replacement of any such Abiomed Designee. At any time that Abiomed has the right to appoint an Abiomed Designee and there is no Abiomed Designee on the Company’s Board of Directors, Abiomed will have the right to designate one representative (the “Abiomed Observer”) to attend all meetings of the Company’s Board of Directors and any meeting of any committee of the Company’s Board of Directors; provided, however, that the Company shall have the right to exclude the Abiomed Observer from any meeting of the Board of Directors of the Company or any committee thereof, for the affected portion of the meeting only, to the extent such meeting has discussion of any agreement, arrangement, or understanding with Abiomed or any of its Affiliates or if the Company, with the advice of counsel, determines in good faith that the attendance of the Abiomed Observer at such meeting or portion thereof will (i) violate applicable law, rule or regulation, (ii) jeopardize any available claim of privilege or (iii) present a potential conflict of interest with Abiomed due to the matters to be discussed at such meeting (all such exclusions, the “Exclusions”); provided, however, that the Company shall inform Abiomed prior to such meeting or portion of such meeting of all occasions in which it determines that an Exclusion applies. To the extent that the Abiomed Observer is unavailable to attend any such meeting, Abiomed may send a substitute representative in place of the Abiomed Observer for such meeting. The Company shall give Abiomed prompt prior written notice of any meeting of the Board of Directors or any committee t...
Director Designee. From and following the Closing, RCAP shall have the right to nominate one director to the Board (the “Director Designee”), who shall initially be Exxxxx X. Xxxx, Xx., and the Class B Share shall be voted in favor of the election of the Director Designee to the Board. It is understood and agreed that in the event that a vacancy is created at any time as a result of the retirement, resignation, removal (with or without cause), death or disability of the Director Designee, then RCAP shall have the right to designate a replacement Director Designee to fill such vacancy. The Company shall cause any successor Director Designee to be appointed as a director of the Company effective as of the time the preceding Director Designee is no longer a member of the Board. Notwithstanding the foregoing, the Company shall not be obligated to cause to be appointed to the Board (or to be included in the Board’s slate of nominees to be approved by the Company’s shareholders) a Director Designee in the event that the Committee makes a final determination, in good faith, after receiving advice from a reputable outside legal counsel, that the Director Designee would not be qualified under any applicable law, or regulation or rules of any self-regulatory organization to serve as a director of the Company; provided that RCAP and the Director Designee (i) have been provided all documents and information provided to and prepared by the Committee relating to such determination, (ii) have been afforded a reasonable time to consult with legal counsel and (iii) have had the opportunity to present any relevant information to the Committee. This Section 3.2 shall terminate and be of no further force and effect immediately when RCAP or its affiliates no longer have beneficial ownership of the Class B Share (including as a result of a purchase of the Class B Share by the Company pursuant to Section 6.3).
Director Designee. The employee may process the grievance to the Director and/or his designee within five (5) work days after receiving the Step 2 reply. The Director and/or his designee shall have ten (10) work days in which to schedule and meet with the aggrieved employee and her Union representative or chief xxxxxxx, if the employee desires, subject to the availability of the affected individuals. He shall investigate and attempt to adjust the matter and shall respond to the grievant and chief xxxxxxx with a written answer within five (5) working days following the meeting.
Director Designee. Lxxxxx Xxxxx, a current member of the Company’s Board of Directors, shall be designated as the Purchaser’s Board designee for so long as the Purchaser owns any of the Note, Conversion Shares, Warrant or Warrant Shares.
Director Designee. Until such time as Fujitsu owns less than ten percent (10%) of the outstanding Common Stock of DR, Fujitsu shall be entitled to designate one representative on the Board of Directors of DR. In furtherance of such right:
a. Fujitsu shall be entitled to nominate one individual to the Board of Directors of DR (the "Fujitsu Nominee"), which nominee shall be presented to the shareholders of DR at the annual shareholder meeting as a management nominee endorsed by the Board.
b. While the parties to this Agreement understand that there can be no guarantee of the election of the Fujitsu Nominee by the shareholders of DR, the Other Parties hereby agree to use their best efforts to secure the presentation of the Fujitsu Nominee as a management nominee endorsed by the Board for election by the shareholders of DR and to secure the election of the Fujitsu Nominee to the Board.
c. In addition, the Other Parties hereby agree that they will vote any and all shares of DR Common Stock held by them of record or beneficially in favor of the Fujitsu Nominee.
d. If and when DR's Board of Directors deems it appropriate, it will consider naming a second Fujitsu designee to the Board.
e. In the event that the Fujitsu Nominee is not elected to the Board of Directors of DR and Fujitsu (together with its affiliates, successors, and assigns) holds at least ten percent (10%) of the outstanding shares of Common Stock of DR, Fujitsu shall (i) be entitled to notice of all meetings of the Board of Directors and to receive a copy of all materials disseminated to the members of the Board of Directors, have the right to send one representative to each meeting of the Board of Directors as an observer; such observer shall have the right to participate fully in all aspects of the Board meeting but shall not have a right to vote and (ii) be entitled to receive the following information:
Director Designee. From the date hereof and continuing until such date (if ever) that White Bay ceases to own shares of Preferred Stock and/or shares of Macatawa’s common stock that collectively represent more than three percent (3%) of the voting power of Macatawa, on an as-converted basis:
(a) Macatawa shall take all action necessary to cause one person designated by White Bay (such person, together with any successor as set forth in (f) below, the “Designee”) to be elected to the Board of Directors of Macatawa;
(b) At each meeting of the shareholders of Macatawa at which directors of Macatawa are to be elected and in each proxy statement relating thereto, Macatawa shall recommend that the shareholders elect the Designee to the Board of Directors of Macatawa;
(c) Macatawa shall cause the Designee to be elected to and maintained as a member of the Board of Directors of Macatawa Bank, a Michigan banking corporation and wholly owned subsidiary of Macatawa (the “Bank”);
(d) If the Designee is not an employee of Macatawa and is elected to the Board of Directors of Macatawa, such Designee shall be entitled to and shall receive customary cash, equity and other compensation for board service on the same terms and conditions as other non-employee directors of Macatawa;
(e) Macatawa shall cause Designee to be added to such Macatawa or Bank board committees as White Bay may request; provided that the Designee is eligible to serve on such committees under applicable SEC, NASDAQ, Federal Reserve Board and other regulations applicable to Macatawa or the Bank; and
(f) In the event there is any vacancy on the Board of Directors as a result of the Designee no longer serving as a member of the Board of Directors of Macatawa or the Bank for any reason, Macatawa shall cause such vacancy to be filled by a person designated by White Bay.
Director Designee. If the grievant is not satisfied with the response received from Step 2, he or she may pursue the matter by presenting the grievance to the Director/Designee within five (5) working days of the Step 2 response. The Employee may be accompanied by a union representative provided the department head has been notified if an Employee representative is to be utilized so that the representative may be relieved from duty to attend the hearing. The Director/Designee shall issue a decision on the grievance within five (5) working days of the hearing.
Director Designee. (a) RMS hereby agrees to vote the Voting Shares (as hereinafter defined) in favor of one nominee selected by Forstmann ("Director Designee"), and reasonably acceptable to RMS, for election to the board of directors of NRI.
(b) If at any time Forstmann shall notify RMS of his desire to have his Director Designee removed, RMS shall vote all of the Voting Shares for the removal of such Director Designee and shall undertake all other reasonable actions, at Forstmann's expense, permitted under applicable law for the removal of such Director Designee.
(c) In the event that the Director Designee ceases to serve for any reason whatsoever, RMS shall vote all of the Voting Shares for the election of a new Director Designee and shall undertake all other reasonable actions, at Forstmann's expense, permitted under applicable law for the election of such Director Designee.
Director Designee. (a) So long as Special Situations Fund III, L.P. (“SSF”) and/or one or more of its Affiliates collectively own Notes, SSF shall have the right to designate one person for election to the board of directors of the Company (the “SSF Designee”). The Company shall use its commercially reasonable efforts to cause the SSF Designee to be elected to the Company’s board of directors. SSF shall have the right to remove or replace any SSF Designee by giving notice to such SSF Designee and the Company. The Company shall use its commercially reasonable efforts to effect the removal or replacement of any such SSF Designee.
(b) Subject to any limitations imposed by applicable law, the SSF Designee shall be entitled to the same perquisites, including stock options, reimbursement of expenses and other similar rights in connection with such person’s membership on the Board of Directors of the Company, as every other non-employee member of the Board of Directors of the Company.
Director Designee. Buyer shall have complied with its obligations under Section 7.14 with respect to the appointment of the designee to Buyer’s Board of Directors.
