Director Nomination. NHSc shall be entitled to designate one (1) nominee to serve as a director on Aimmune’s Board of Directors, which initial designee shall be Xxxx Xxxxx. For so long as NHSc has the right to nominate a director pursuant to this Section 7.3, in the event of Xx. Xxxxx’x resignation, removal or death (or a replacement designee’s resignation, removal or death), NHSc shall be entitled to designate a replacement designee, subject to the reasonable approval of Aimmune’s Board of Directors or an applicable committee thereof. Aimmune covenants and agrees that, for so long as NHSc has the right set forth in this Section 7.3, it shall nominate NHSc’s designee for election by its stockholders at each Annual Stockholder Meeting or Special Meeting of Stockholders in which the class of directors for which NHSc’s designee is appointed is considered by the stockholders for election. In connection with Xx. Xxxxx’x initial appointment to Aimmune’s Board of Directors (or, if applicable, a replacement designee’s appointment to Aimmune’s Board of Directors), Aimmune shall enter into an indemnification agreement with Xx. Xxxxx (or, if applicable, the replacement designee), which indemnification agreement shall be in the form of and with terms previously approved by Aimmune’s Board of Directors. The rights set forth in this Section 7.3 shall terminate upon such time as NHSc or its Affiliates hold less than fourteen percent (14%) of the shares of Aimmune’s outstanding Common Stock.
Director Nomination. Within two (2) business days of the consummation of the Exchange Offer, the Company shall hold a special meeting of its Board and the Board shall elect as a director of the Company at such meeting a suitably qualified (as reasonably determined by the Noteholder) individual designated in writing by the Noteholder not later than one week before the initially scheduled expiration date of the Exchange Offer on the condition that at least 58% of the outstanding Convert Notes (i.e., $56,260,000 in principal amount) are acquired in the Exchange Offer.
Director Nomination. (a) The Buyer agrees that at the 2017 annual meeting of its stockholders, the Buyer’s Board of Directors will (i) nominate Sacramone as a member of the Board of Directors of the Buyer, and (ii) cause all proxies received by the Buyer to be voted in the manner specified in such proxies. The Buyer shall use its reasonable best efforts to ensure that Sacramone is elected to the Buyer’s Board of Directors at the 2017 annual meeting of its stockholders.
(b) Following Sacramone’s appointment or election as a member of the Buyer’s Board of Directors, the Buyer’s Board of Directors shall offer to Sacramone the opportunity to serve on each committee of the Buyer’s Board of Directors, except where such service is not permissible with the exchange on which Buyer Common Stock is listed.
(c) If, at any time prior to the maturity date of the Note(s), Sacramone is unwilling or unable to serve as a nominee or director of the Buyer, as the case may be, the Sellers and the nominating committee of the Buyer’s Board of Directors will agree on a replacement nominee or director, as the case may be, that is selected by the Sellers and reasonably acceptable to the nominating committee of the Buyer’s Board of Directors.
(d) The Buyer and the Buyer’s Board of Directors agree that the Buyer’s proxy statement for the 2017 annual meeting of the Buyer’s stockholders and all other solicitation materials to be delivered to the Buyer’s stockholders in connection with the 2017 annual meeting of the Buyer’s stockholders shall be prepared in accordance with, and in furtherance of, this Section 7.5. The Buyer will provide the Sellers with copies of any proxy material or other solicitation materials at least five (5) Business Days, in the case of proxy statements, and at least two (2) Business Days, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the Sellers a reasonable opportunity to review and comment on such materials. The Sellers will provide, as promptly as reasonably practicable, all information relating to Sacramone (and other information, if any) to the extent required under applicable Legal Requirements to be included in the Buyer’s 2017 proxy statement and any other solicitation materials to be delivered to the Buyer’s stockholders in connection with the Buyer’s 2017 annual meeting of its stockholders The proxy statement for the Buyer’s 2017 annual meeting of its stockholders shall contain the...
Director Nomination. So long as Buyers collectively own at least such amount of Securities equivalent to 60% of the Purchased Shares, the Buyers shall be entitled to nominate one director to stand for election to the Company’s Board of Directors. The Buyers irrevocably appoint Mr. Aviv Raiz as their initial attorney-in-fact to send and receive notices pertaining to this nomination right. The Company will provide written notice to Xx. Xxxx of the date of any shareholders meeting at which all of the Company’s Board members stand for election/reelection, and Xx. Xxxx, within seven days of receipt of the notice, will be entitled to notify the Company in writing of a nominee to be included in the Company’s proxy to shareholders. Provided that Xx. Xxxx includes in his notice a summary description of the nominee’s background in a form reasonably required by the Company, such nominee is qualified to serve on the Company’s Board of Directors, there are no legal prohibitions on the nominee’s appointment to the Company’s Board of Directors, and the appointment would not create any conflicts of interest or otherwise prejudice the Company, the Company will include such nominee in the Company’s proxy statement to shareholders. In the event that Xx. Xxxx fails to respond to the Company’s notice within the stated seven-day period, or the nominee does not satisfy the above requirements, the Buyer’s right of nomination hereunder will be deemed to have been irrevocably waived only with respect to the particular meeting.
Director Nomination. 3.1. Upon the closing of the Stock Purchase Agreement, the Board shall increase the number of Directors constituting the Board by one to create vacancy, pursuant to the By-Laws. The Board shall appoint one Director, nominated by the Seller and reasonably satisfactory to the Buyer (such person, or any successor thereto nominated by Seller and reasonably satisfactory to the Buyer, the “Nominee”), to fill the vacancy on the Board so created, to serve until the next annual meeting of Shareholders or until his successor is duly elected and qualified or his earlier death, resignation or removal in accordance with the By-Laws.
3.2. The Buyer shall continue to nominate the Nominee at the next and subsequent annual meetings of the Shareholders, and at any special meeting of the Shareholders at which Directors are to be elected (collectively, a “Meeting”) as long as Seller and/or its Affiliates own outstanding Shares representing 10% or more of the votes entitled to be cast at the applicable Meeting, but the Nominee will be subject to reelection by the stockholders as provided in the By-Laws. If the Nominee is not elected by the Shareholders pursuant to the By-Laws, the Seller shall have the right to designate the same or another person as its Nominee at the next Meeting, provided Seller and/or its Affiliates own outstanding voting Shares representing 10% or more of the votes entitled to be cast at the applicable Meeting.
3.3. Each Shareholder Party shall vote any Shares owned by such Shareholder Party, or cause any Shares owned by any immediate family member or Affiliate of such Shareholder Party to be voted, in favor of the Nominee at any Meeting.
Director Nomination. During the term of this Agreement and so long as the Employee is employed by the Company, the Board of Directors of the Company shall designate and nominate the Employee as a director of the Company and, if elected by the stockholders of the Company, the Employee shall accept such position and diligently perform the duties arising from such position. The Board of Directors of the Company will use its best efforts to cause the Employee to be elected as a director and Chairman of the Board of Directors after such nomination in accordance with this Section 1(B).
Director Nomination. At the next annual meeting of Buyer, the Buyer shall use best efforts to cause Lxxxx Xxxxxxx to be nominated as a director on the Buyer’s Board of Directors.
Director Nomination. Until the second anniversary of the date of this ------------------- Agreement, at (a) each annual meeting of the stockholders of the Company, (b) each special meeting of the stockholders of the Company involving the election of directors of the Company and any other time at which stockholders of the Company have the right to vote for or consent in writing to the nomination or election of directors of the Company, the Stockholders shall vote their respective Shares which are presently or hereafter owned or controlled by them to cause and maintain the nomination and election of the Investor to the Board of Directors of the Company.
Director Nomination. (a) Contemporaneously with Closing, and subject to the reasonable satisfaction of the fiduciary duties of the board of directors of Spirit and all other legal and regulatory requirements regarding service and election or appointment as a director of Spirit, Spirit shall appoint Xxxxx X. Xxxxx, XX as a director of Spirit, and at the 2019 annual meeting of shareholders, Spirit shall nominate him, or cause him to be nominated, and, subject to the reasonable satisfaction of the fiduciary duties of the board of directors of Spirit and all other legal and regulatory requirements regarding service and election or appointment as a director of Spirit, use Commercially Reasonable Efforts to ensure that Xxxxx X. Xxxxx, XX is elected at such annual meeting.
(b) Contemporaneously with Closing, and subject to the satisfaction of the fiduciary duties of the board of directors of Spirit Bank and all other legal and regulatory requirements regarding service and election or appointment as a director of Spirit Bank, Spirit, as sole shareholder of Spirit Bank, shall cause Spirit Bank to appoint each of Xxxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx (a) as a director of Spirit Bank in connection with and to commence serving immediately following the Closing and (b) as a director of Spirit Bank at the next following general election of Spirit Bank directors that follows the Closing Date.
Director Nomination. The Nominating Committee of the Company’s Board of Directors shall have appointed one (1) nominee proposed by the Purchaser to the Board of Directors of the Company with no increase in the size of the Company’s Board of Directors, for the remainder of the applicable term, and shall, until the Liabilities (as defined in the Note) are paid in full, nominate and recommend such nominee for re-election to the Company’s Board of Directors at each meeting of the stockholders of the Company at which such nominee may be eligible for re-election after the expiration of his or her initial term.
