Director Rights. If the Investor elects to have Director Rights in accordance with Section 2.2, then, so long as such election is in effect and such Director Rights have not terminated:
(a) The Investor shall be entitled to designate one director of the board of directors (the “Board”) of the General Partner (the “Investor Director”). The Investor shall have the right to designate the initial Investor Director (the “Initial Investor Director”), if any, upon the consummation of the IPO. The Company shall appoint such Initial Investor Director who is so designated and is reasonably acceptable (as defined in Section 2.2(b)) to the Company, and the Initial Investor Director shall commence his or her service on the Board as of the date of such appointment. The Investor Director shall hold office until his or her successor is appointed pursuant to the terms of this Section 2.2 or until his or her earlier death, resignation or removal.
(b) The Investor may elect to remove the Investor Director at any time, with or without cause, and the Company shall remove such Investor Director at the request of the Investor. In addition, the Company may elect, in its sole discretion, to remove the Investor Director that is no longer reasonably acceptable (as defined below) to the Company. In the event of the death, resignation or removal of an Investor Director, the Investor may designate a replacement Investor Director by providing the Company with a written notice (the “Director Notice”) identifying any replacement Investor Director, who must be reasonably acceptable to the Company. The Company shall appoint such replacement Investor Director, and the replacement Investor Director shall commence his or her service on the Board on the date of delivery of the Director Notice, provided, however, that no replacement Investor Director will be appointed who is not reasonably acceptable to the Company. For purposes of this Agreement an Investor Director shall be deemed to be “reasonably acceptable” to the Company so long as such Investor Director is not an employee or director of any direct competitor of the General Partner, the Partnership or any of their affiliates and whose appointment would not require the Partnership to disclose any of the reportable events described under Item 401(f) of Regulation S-K of the Securities Act of 1933, as amended, and the rules and regulations thereunder (or any successor regulation thereto).
(c) The Investor Director shall serve on the Board in accordance with t...
Director Rights. (a) From the Effective Date through the date on which this Agreement terminates in accordance with Section 21, subject to Section 1(d), each Stockholder shall vote all of his, her or its Stockholder Shares and shall take all other necessary or desirable actions within such Stockholder’s control so that:
(i) at the election of Pangaea, up to two (2) individuals designated by Pangaea shall be nominated and elected to the Board (such directors, the “Pangaea Directors”); provided that at such time as Pangaea ceases to own at least 20% of the outstanding shares of Common Stock, Pangaea shall only be entitled to designate one (1) of the Pangaea Directors; and provided, further, that at such time as Pangaea ceases to own at least 10% of the outstanding shares of Common Stock, Pangaea shall no longer be entitled to designate any of the Pangaea Directors; and Cross Shore Board Agreement
(ii) if both Pangaea Directors are elected to the Board in accordance with Section 1(a)(i), at the request of the Nomad the Company shall elect to designate one (1) individual (who shall be considered to be independent for the purposes of Appendix B to the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance or any other relevant securities exchange) who shall be nominated and elected to the Board (such director, the “Additional Director”).
(b) If any of the Pangaea Directors for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall, subject to Section 1(d), be filled at the direction of Pangaea as provided in Section 1(a)(i).
(c) The Company shall pay the reasonable out of pocket expenses (including reasonable travel expenses) incurred by each director in connection with attending the meetings of the Board or any committee thereof.
(d) No appointments to the Board made pursuant to Sections 1(a) or (b) above shall be made other than with the approval of the Nomad.
(e) The parties acknowledge that any appointments made pursuant to Sections 1(a) or (b) above shall be in addition to the independent non-executive Director agreed by the Company to be appointed within 6 months of re-admission to trading on AIM (as described in the admission document of the Company dated 5 June 2007).
(f) Pangaea shall have the right to propose candidates to serve as the Additional Director or for election to the Board as an independent director (within the meaning of Appendix B to the Corpor...
Director Rights. (a) Subject to the receipt of any required regulatory approvals or non-objections, contemporaneously with the Closing, the Corporation, through all necessary actions required to be taken by the Board, will appoint one individual designated by LM III (the “Purchaser Designee”) to serve as a Class 4 member of the Board, and to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation. The term of such Class 4 members expires on April 24, 2016, and the length of such term shall not be reduced.
(b) Subject to the receipt of any required regulatory approvals or non-objections, contemporaneously with the Closing, the Corporation will take all actions necessary and appropriate to cause each significant Subsidiary of the Corporation (each, a “Significant Subsidiary”) to appoint one individual designated by LM III to serve as a member of the board of directors, and compensation and governance committees, of each Significant Subsidiary.
(c) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will, through all necessary actions required to be taken by the Board, in connection with any election of members of the Board that includes the position held by the Purchaser Designee because of the expiration of the term of office of the Purchaser Designee, subject to any required regulatory approval or non-objection, nominate the person designated by LM III as the successor Purchaser Designee for election to the Board for a four (4) year term, and the Corporation will do any and all other lawful things in its power to cause that person to be elected to the Board for a four (4) year term. If the Purchaser Designee ceases to serve as a director for any reason other than the expiration of the Purchaser Designee’s term of office or his resignation in accordance with Section 14(e), the Corporation, through all necessary actions required to be taken by the Board, will cause the vacancy created thereby to be filled by appointing a successor Purchaser Designee, subject to any required regulatory approval or non-objection. If the successor Purchaser Designee is not elected to the Board by the shareholders of the Corporation, or not ...
Director Rights. During the Director Rights Period (as defined below), at the initial Closing and at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors of the Company are to be elected by written consent:
(a) Immediately following the Closing, and for so long thereafter as the Lead Investor, together with its Affiliates and its and its Affiliates’ respective members, stockholders, owners, equity holders and family members (collectively, the “LI Group”), beneficially own at least 12.5% of the Common Stock of the Company on a fully diluted basis, calculated as provided below (the “Threshold Ownership Percentage”), the Board of Directors of the Company shall consist of a maximum of thirteen (13) directors, and the Lead Investor shall have the exclusive right to nominate, and to directly elect, up to two (2) members of the Board of Directors (each, an “Investor Director”), each of whom shall be appointed to the Board of Directors of the Company immediately following the Closing; provided, however, that in compliance with Nasdaq Listing Rule 5640, the number of Investor Directors shall be reduced to one, if the LI Group’s beneficial ownership as defined above is reduced to less than 12.5% but is at least 7.5% of the issued and outstanding Common Stock of the Company on a fully diluted basis (calculated as provided in clause (h) below).
(b) Notwithstanding paragraph (a) above, the Lead Investor shall not have any right to nominate and directly elect any Investor Directors if the LI Group’s beneficial ownership of Common Stock is reduced below 7.5% (the “Directors Rights Period”).
(c) Any decrease in the number of Investor Directors pursuant to paragraph (a) above shall not require any Investor Directors to resign intra-term.
(d) The Lead Investor may remove any Investor Director, which removal may be at any time and from time to time, with or without cause.
(e) If any Investor Director ceases to serve in such capacity prior to the end of his or her term for any reason, the resulting vacancy on the Board of Directors shall be filled with a director by the Lead Investor.
(f) If the LI Group is the beneficial owner of at least 12.5% of the issued and outstanding Common Stock of the Company on a fully diluted basis, calculated as provided below, each non-traditional or special committee of the Board of Directors shall include, as of immediately following the Closing...
Director Rights. Such Purchaser additionally acknowledges that (i) for a period of at least one year from the closing date of the Acquisition Agreement (the "Acquisition Closing Date") Gadi Peleg or his designee (the "XXXX Xxxxxtor") shall remain a director of the Company and (ii) for a period of one year from the Acquisition Closing Date, in the event that the Company desires to enter into a transaction involving the sale of securities at a Company pre-transaction valuation of $10,000,000 or less (except in connection with the exercise of the Greenshoe Rights, as hereinafter defined), the approval of the NYGI Director shall be required prior to the Company entering into such transaction, which approval may be provided in the NYGI Director's sole discretion. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.
Director Rights. The Purchaser shall have the right to appoint a director and observer to the Board as set out in the provisions of the Amended and Restated Memorandum and Articles.
Director Rights. (a) At or prior to the Closing, the Board shall have taken all action necessary to cause one (1) Purchaser Designee to be appointed as a member of the Board, effective as of the Closing. Following the Closing and until the occurrence of the Fall-Away of Purchaser Board Rights, the Company will nominate a Purchaser Designee to be elected at each annual meeting of the Company’s stockholders, recommend that holders of its Common Stock and Class B Common Stock vote to elect such Purchaser Designee and use its reasonable efforts to cause the election to the Board of a slate of directors that includes such Purchaser Designee. If the Purchaser Designee is not elected to serve as the Purchaser Director, the Board of Directors of the Company will take all lawful actions to appoint such Purchaser Designees as the Purchaser Director, including increasing the size of the Board of Directors and appointing such Purchaser Designee to fill the vacancy created by such increase.
(b) [RESERVED]
(c) Upon the occurrence of the Fall-Away of Purchaser Board Rights, if requested by the Board, the Purchaser Director shall immediately resign, and the Purchaser shall cause the Purchaser Director to immediately to resign from the Board effective as of the date of the Fall-Away of Purchaser Board Rights, and the Purchaser shall no longer have any rights under this Section 5.09, including, for the avoidance of doubt, any designation and/or nomination rights under Section 5.09(a) or Section 5.09(b).
(d) The Purchaser Director shall deliver to the Company an irrevocable letter of resignation resigning automatically and without further action upon delivery of a request for resignation by the Purchaser. Following the Closing and until the occurrence of the Fall-Away of Purchaser Board Rights, (i) in the event of the death, disability, resignation (including pursuant to the letter of resignation referred to in the immediately preceding sentence) or removal of the Purchaser Director as a member of the Board, the Purchaser may designate a Purchaser Designee to replace such Purchaser Director and, subject to Section 5.09(e) and any applicable provisions of the DGCL, the Company shall take such action as is necessary to cause such Purchaser Designee to be appointed to the Board.
(e) The Company’s obligations with respect to the Purchaser Director pursuant to this Section 5.09 shall be subject to (A) such Purchaser Designee’s and such Purchaser Director satisfaction of all requirements regarding...
Director Rights. The rights of the Director, any designated Beneficiary(ies) of the Director, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, a designated Beneficiary(ies) of the Director, or any other person claiming through the Director shall only have the right to receive from the Bank those payments as specified under this Agreement.
Director Rights. For so long as the Company has two directors on the Company Board, TerrAscend shall have the right, but not the obligation, to appoint one Person to serve as a director on the Company Board (the “Board Appointee”). [***].
Director Rights. No provision of this Agreement or of the Option granted hereunder shall confer upon Optionee any right to continue in the service of the Company as a member of the Board and Optionee hereby acknowledges and agrees that his election to and membership of the Board shall continue to be governed by and subject to the Company's Articles of Incorporation and Bylaws, as well as applicable state statutes, regulations, and other laws pertaining thereto.
