Election Rights Sample Clauses
The Election Rights clause defines the rights of certain parties to make specific choices or decisions within the context of an agreement. Typically, this clause outlines who is entitled to exercise these rights, under what circumstances, and the procedures for making such elections, such as choosing to purchase additional shares, appoint directors, or opt into certain contractual terms. By clearly delineating these rights and the process for exercising them, the clause ensures transparency and prevents disputes over decision-making authority within the agreement.
Election Rights. For so long as the E Investor Group has an Ongoing Director Designation Right, Parent, the Board and each applicable committee or subcommittee thereof shall take all necessary action within their respective control, and shall use commercially reasonable efforts to cause, any nominee of the E Investor Group designated for election as an Investor Nominee pursuant to its Ongoing Director Designation Right in accordance with to Section 2.02(a) (each, an “Investor Nominee”) to be nominated and elected at each annual general meeting of Parent and, if the E Investor Group does not then have one designee serving on the Board consistent with its Ongoing Director Designation Right, at any other meeting where Directors are to be elected including, without limitation and as applicable, calling special Board meetings, recommending to the Board and any applicable committee thereof and to the stockholders of Parent the election and re-election of the Investor Nominee, ensuring sufficient vacancies on the Board for the Investor Nominees, and including each Investor Nominee as a nominee for director in Parent’s proxy materials and form of proxy and soliciting proxies from stockholders in favor of the election and re-election of such Investor Nominee in a manner no less rigorous and favorable than the manner in which Parent supports its other nominees. For the avoidance of doubt, failure of the stockholders of Parent to elect an Investor Nominee to the Board shall not affect the right of the E Investor Group to nominate Qualified Nominees for election pursuant to Section 2.02(a) in any future election of Directors.
Election Rights. At any time following June 30, 2004 and from time to time until the date that the Major Investor Shares constitute no more than five (5) percent of the Company's outstanding Common Stock (on a fully diluted basis assuming exercise or conversion of all options, warrants, conversion rights and other rights exercisable for or convertible into Common Stock), each Party shall vote all of its Voting Shares now or hereafter owned by such Party or over which such Party has voting control, and shall take all other necessary actions within its control (whether in its capacity as a stockholder, director, member of the Board of Directors or any committee thereof, officer of the Company or otherwise (except to the extent such actions, upon advice of counsel, would be a breach of, contrary to or otherwise in conflict with any applicable Regulation or fiduciary duty imposed thereby)), and including, without limitation (except to the extent such actions, upon advice of counsel, would be a breach of, contrary to or otherwise in conflict with any applicable Regulation or fiduciary duty imposed thereby), attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, and the Company shall take all necessary or desirable actions within its control, including without limitation calling special Board of Directors and stockholder meetings, so that:
(i) one individual (who initially will be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇) designated by the Major Investor (the "Major Investor's Director") shall be nominated for election and elected to the Board of Directors;
(ii) to the extent permitted under applicable Regulation, the removal from the Board of Directors (with or without cause) of the Major Investor's Director shall be at the written request of the Major Investor but only upon such written request and under no other circumstances; and
(iii) in the event that the Major Investor's Director ceases to serve as a member of the Board of Directors during his term of office (whether by death, resignation or removal), the resulting vacancy on the Board of Directors shall be filled by an individual designated by the Major Investor.