Director Nomination Sample Clauses
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Director Nomination. (a) Contemporaneously with Closing, and subject to the reasonable satisfaction of the fiduciary duties of the board of directors of BFST and all other legal and regulatory requirements regarding service and election or appointment as a director of BFST, (i) BFST shall appoint ▇▇. ▇▇▇▇▇▇ ▇. Cummings III as a director of BFST in connection with and to commence serving immediately following the Closing, and (ii) at the first annual meeting of shareholders after Closing, BFST 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 BFST and all other legal and regulatory requirements regarding service and election or appointment as a director of BFST, use Commercially Reasonable Efforts to ensure that ▇▇. ▇▇▇▇▇▇▇▇ is elected at such annual meeting.
(b) Contemporaneously with Closing, and subject to the reasonable satisfaction of the fiduciary duties of the board of directors of b1BANK and all other legal and regulatory requirements regarding service and election or appointment as a director of b1BANK, BFST, as sole shareholder of b1BANK, shall cause b1BANK to appoint ▇▇. ▇▇▇▇▇▇ ▇. Cummings III (i) as a director of b1BANK in connection with and to commence serving immediately following the Closing and (ii) as a director of b1BANK at the next following general election of b1BANK directors that follows the Closing Date.
(c) Subject to the reasonable satisfaction of the fiduciary duties of the board of directors of b1BANK and all other legal and regulatory requirements regarding service and election or appointment as a member of committees of the board of directors of b1BANK, (i) contemporaneously with Closing, the board of directors of b1BANK shall elect ▇▇. ▇▇▇▇▇▇ ▇. Cummings III as a member of the Director’s Loan Committee, to commence serving immediately upon his appointment to the board of directors of b1BANK, and (ii) the board of directors of b1BANK shall elect ▇▇. ▇▇▇▇▇▇▇▇ as a member of the Audit Committee of b1BANK, to commence promptly following such time that the board of directors of b1BANK determines that ▇▇. ▇▇▇▇▇▇▇▇ is an independent director. If ▇▇. ▇▇▇▇▇▇▇▇ is elected as a director of b1BANK at the next following election of b1BANK directors that follows the Closing Date, the board of directors of b1BANK shall elect ▇▇. ▇▇▇▇▇▇ ▇. Cummings III as a member of (i) the Director’s Loan Committee and (ii) provided, that the board of directors of b1BANK has determi...
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. 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 ▇▇. ▇▇▇▇ of the date of any shareholders meeting at which all of the Company’s Board members stand for election/reelection, and ▇▇. ▇▇▇▇, 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 ▇▇. ▇▇▇▇ 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 ▇▇. ▇▇▇▇ 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. 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 ▇▇▇▇ ▇▇▇▇▇. For so long as NHSc has the right to nominate a director pursuant to this Section 7.3, in the event of ▇▇. ▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇ (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. (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. 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into an agreement, in form acceptable to Othnet, which agreement shall provide that for a period of two years from the Closing Date, (i) they will, at any time that directors are to be elected, use their best efforts to cause the Board of Directors to nominate and recommend to all stockholders of Othnet and the Company, as a proposed member of the Board of Directors of each of Othnet and the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall in his capacity as a stockholder of Othnet, at any time directors are to be elected, vote in favor of the election of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a member of the Board of Directors.
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. (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 ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (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. (A) Until the AT&T Fall-Away Date, the AT&T Holders shall have the right (but not the obligation) to nominate, and the Board and the Stockholder Parties will appoint and vote for, one (1) member of the Board, being the “AT&T Designee”, who shall be designated by the AT&T Holders (such right, the “AT&T Director Nomination Right”); provided that, the AT&T Holders may not exercise the AT&T Director Nomination Right until the first annual meeting of the Company to occur after January 16, 2024.
(B) Until the AT&T Fall-Away Date, the AT&T Holders shall have the sole right (but not the obligation) to at any time upon written notice to the Company to (1) have the AT&T Designee become the AT&T Observer (as defined below) upon the resignation of any such individual as an AT&T Designee or (2) have the AT&T Observer become the AT&T Designee, subject to Section 3(f)(i)(A).