Gazit-Globe and CPPIB Sample Clauses

Gazit-Globe and CPPIB. European Holdings shall vote in Citycon’s respective general meetings in favour of the election of members to the Citycon Board so that: (i) no less than two members of the Citycon Board shall be persons nominated by CPPIB European Holdings, at least one of which shall be independent of both CPPIB European Holdings and Citycon, as defined in the Finnish Corporate Governance Code 2010, as amended from time to time (or a later corporate governance code superseding the said code); and (ii) no less than three members of the Citycon Board shall be persons nominated by Gazit-Globe. Nothing in this clause (b) shall (i) limit the ability of Gazit-Globe or CPPIB European Holdings to nominate additional Board members, (ii) require Gazit-Globe to vote in favour of the election of Board members so that more than two Board members are nominees of CPPIB European Holdings or (iii) require CPPIB European Holdings to vote in favour of the election of board members so that more than three board members are nominees of Gazit-Globe. In the event that CPPIB European Holdings nominates more than two Board members for election to the Citycon Board, then CPPIB European Holdings may, or, if so requested by Gazit, will, inform Gazit prior to the relevant general meeting of Citycon which two Board members nominated by CPPIB European Holdings shall be subject to Gazit’s voting undertaking set out above (the “Two CPPIB European Holdings Nominees”). Correspondingly, in the event that Gazit nominates more than three Board members for election to the Citycon Board, then Gazit may, or, if so requested by CPPIB European Holdings, will, inform CPPIB European Holdings prior to the relevant general meeting of Citycon which three Board members nominated by Gazit shall be subject to CPPIB European Holdings’s voting undertaking set out above (the “Three Gazit Nominees”). The Parties acknowledge that it is a customary practice in Finland that the members of the Board of Directors are elected as a so-called slate instead of election member by member (although, however, any shareholder of a Finnish company may require member by member voting), and agree and acknowledge that nothing in this Agreement obligates a Party to vote in favour of the adoption of a slate that includes more nominees proposed by the other Party than set out herein. If more than two nominees of CPPIB European Holdings or three nominees of Gazit, as the case may be, are included in any proposed slate, then Gazit or CPPIB Europea...
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