Investor Designees. The Company agrees to take, or cause to be taken, all actions necessary to elect or appoint (or cause to be elected or appointed) the Investor Designees to the Board of Directors effective as of the Closing Date. The Company also agrees to permit the Investor Designees, as of the Closing Date, to participate as independent directors (if so qualified) in all decisions regarding transactions that require the approval of independent directors under applicable law or the Articles of Incorporation or bylaws of the Company, the annual Schedule 14A Proxy Statement of the Company and other relevant materials, and to allow an Investor Designee to attend meetings of any committee of the Board of Directors as a non-voting observer if there are no Investor Designees serving as a member of such committee. Investor Designees shall be granted the same rights and shall be subject to the same restrictions applicable to all directors of the Company generally. An Investor Designee will be appointed to the Nominating Committee of the Board of Directors on the Closing Date, provided that Investor Designees shall not constitute a majority of the members of the Nominating Committee. An acquisition committee of the Board of Directors will be formed on the Closing Date, with the members of such committee consisting of at least an Investor Designee, the Company’s Chief Executive Officer and a director who is a member of the current Board of Directors.
Investor Designees. (a) For so long as WP Owns at least two thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the aggregate number of shares of Common Stock Owned by WP immediately after giving effect to the Exchange (the "Exchange Date Shares"), then, subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, the Company will nominate and use its reasonable best efforts to cause to be elected and cause to remain as directors on the Board two individuals designated by WP (each, an "Investor Designee" and collectively, the "Investor Designees").
(b) In the event Section 5.4(a) is no longer applicable and for so long as WP Owns at least 50% of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, then, subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, the Company will nominate and use its reasonable best efforts to cause to be elected and cause to remain as a director on the Board, one Investor Designee.
(c) Subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, for so long as at least one Investor Designee continues to serve as a director on the Board, the Company will use its reasonable best efforts to cause one of the Investor Designees to be a member of each principle committee of the Board.
Investor Designees. Effective immediately after the Closing, ------------------ Investor designees to the Board of Directors of the Corporation shall have been appointed thereto and to any committees thereof in accordance with the terms of the Stockholders Agreement.
Investor Designees. For so long as Investor and its Affiliates continue to own beneficially at least 25% of the shares of Common Stock that Investor purchased under the Purchase Agreement (disregarding any shares of Common Stock issuable upon exercise of the Warrant, but including any adjustments to give effect to reclassifications, recapitalizations, reverse stock splits, or similar events of such original shares of Common Stock), each Shareholder agrees to cause, including in its capacity as a member of the Board, if applicable, and including by voting or causing to be voted all Shares owned by such Shareholder, or over which such Shareholder has voting control (whether at a meeting or by executing a written consent, as applicable), from time to time and at all times, two individuals designated from time to time by Investor (the “Investor Designees”) to be members of the Board, whether by election or re-election or, in the case of a vacancy, by appointment by the Board. The initial Investor Designees shall be Xxxx Xxxxxx and one other individual to be named at a later time, which Investor Designees shall be appointed to the Board as soon as practicable following the date of this Agreement to fill the two vacancies on the Board existing at such time.
Investor Designees. (a) Equitable hereby agrees that, at or prior to the First Closing, it will cause three vacancies to be created on its Board of Directors (by increasing the number of members of such Board or otherwise) and effective no later than the First Closing it will cause three persons designated by the Investor to be elected or appointed to such Board with an initial term expiring on December 31, 1992. One of such designees, in each case as designated by the Investor, shall, effective no later than the First Closing (or such later date as the Investor shall designate), be elected or appointed to the Audit Committee, the Executive Committee, the Finance Committee, the Insurance Committee, the Investment Committee and the Organization and Compensation Committee of such Board and any other Committee of such Board designated by the Investor (collectively, the "Committees").
(b) (i) Equitable and the Company hereby agree that from and after the Second Closing the Investor shall be entitled from time to time to nominate that number of members of the Boards of Directors of each of Equitable and the Company (rounded to the next higher whole number (with
Investor Designees. Upon the expiration of the Initial Board Period, the Investors shall have the right, but not the obligation, to designate two nominees to serve as directors of the Company (each, an “Investor Designee” and, together, the “Investor Designees”). The Investors shall choose such Investor Designees based on the vote of all Common Shares and Warrant Shares held by them on an as-converted basis. The initial Investor Designees shall be Xxxxxx Xxxxxxx and Xxxxxx Xxxx. Promptly following the expiration of the Initial Board Period and receipt by the Company of all documentation reasonably requested by the Company in connection with the appointment of the initial Investor Designees, the Company shall increase the size of the Board to nine directors (if no vacancies then exist) and fill the two resulting vacancies with the initial Investor Designees in accordance with the Company’s Bylaws. Thereafter, the Company shall (i) include the Investor Designees in its slate of nominees for election to the Board at each annual or special meeting of stockholders of the Company at which directors are to be elected and at which the seats held by the Investor Designees are subject to election (such annual or special meetings, the “Election Meetings”) and (ii) recommend that the Company’s stockholders vote in favor of the election of the Investor Designees. One such Investor Designee shall be appointed to the class of directors designated as a member of the class of the Board expiring at the 2017 annual meeting of the Company’s stockholders. The foregoing appointment and nomination rights will be subject to the satisfaction by each Investor Designee of the Company’s Board Qualifications (as defined below).
Investor Designees. Investor shall be entitled to designate three persons to serve on the Board (each, an “Investor Designee”).
Investor Designees. The Company shall appoint two individuals designated by the Investor pursuant to this Section 3 (“Investor Designees”) to serve as directors of the Company. All Investor Designees shall qualify as Independent Directors. As used herein, “Independent Director” means any director who is or would be an “independent director” with respect to the Company pursuant to Section 303A.02 of the New York Stock Exchange Listed Company Manual, Section 10A of the Exchange Act (or any successor provisions), and the categorical standards utilized by the Board when determining director independence, in each case as amended from time to time. Investor Designees shall comply with the provisions of the corporate governance documents of the Board as in effect as of the date hereof, including the requirement in the Corporate Governance Guidelines to tender irrevocable resignations promptly following their appointment to the Board and after the annual meeting at which they are elected or re-elected, to be held until such resignations are effective as provided in the Corporate Governance Guidelines in the event an incumbent director fails to receive the required number of votes for re-election.
Investor Designees. A Shareholder can at any time, including in ------------------- connection with JV's initial capital contribution contemplated above, substitute any third party(ies) in its place, in whole or in part, to acquire through financial investment an equity interest in JV; provided, however, that: (i) any such investor-designee enters into an agreement with JV and its owners whereby it agrees to transfer restrictions on its interest in JV that are the same as those contained in this Agreement; and, (ii) the other Shareholder must first provide its consent to any such investor-designee, which consent shall not be unreasonably withheld. For purposes of this subparagraph, it shall be deemed reasonable for a Shareholder to withhold its consent with respect to any investor-designee that is an actual or potential competitor of such Shareholder.
Investor Designees. Investor shall be entitled to designate three persons to serve on the Board (each, an “Investor Designee”). The initial Investor Designees are Xxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xx. and J. Xxxxxxx Xxxxxxxx, Xx., each of whom shall commence to serve on the Board as of the date hereof.
