Investor Nominee. (a) Within four (4) months after the date hereof, and to the extent permitted by applicable Law and the rules of the principal stock exchange or inter-dealer quotation system on which the ADSs are then traded or listed, the Investor shall have the right to nominate one (1) candidate (the “Investor Nominee”) for election to the Board and appointment as a member of the Investment Management Committee. The initial Investor Nominee shall be Xxxx Qunyao Gao (or another designee of the Investor reasonably acceptable to the Company).
(b) For so long as the Investor Group Members continue to hold at least 50% of the Ordinary Shares of the Company purchased by the Investor under the Share Purchase Agreement, if, as a result of death, disability, retirement, resignation, removal or otherwise, the Investor Nominee is unable to serve on the Board and the Investment Management Committee, the Investor may designate a replacement Investor Nominee and the Board shall elect or appoint, as applicable, such person to the Board and the Investment Management Committee; provided, however, the replacement Investor Nominee designated pursuant to this Section 2.3(b) must be reasonably acceptable to a majority of the remaining members of the Board (or nominating committee thereof) and, without the consent of the Board (or nominating committee thereof), shall not include any individual who is then a director, officer or employee of a Competitor or its Affiliates.
(c) At each applicable annual, special or other meeting (or written consent in lieu of a meeting) of the shareholders of the Company in which the directors of the Company are to be elected, the Company shall, and the Founder and the Selling Shareholder shall cause the Company to, nominate and recommend for election the Investor Nominee to serve as a member of the Board, including soliciting proxies in favor of the election of the Investor Nominee.
(d) The Investor Nominee shall be entitled to at least the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board. The Company shall, upon the election of the Investor Nominee or replacement Investor Nominee, as the case may be, enter into an Indemnifica...
Investor Nominee. Effective as of the First Closing, the Company shall appoint Xxxx Qunyao Gao, a designee of the Investor, as a non-voting observer of the Board and the Investment Management Committee, to attend all meetings of the Board and all meetings of the Investment Management Committee in a non-voting observer capacity.
Investor Nominee. At any time following the conversion of the Preferred Stock into Common Stock and Senior Notes, the Investor shall have the right to nominate one (1) individual (herein referred to as the “Investor Nominee”) to the Board of Directors. The Board of Directors shall cause the Company to include the Investor Nominee in the slate of nominees recommended by the Board of Directors to the holders of Common Stock for election at the first annual meeting of stockholders of the Company following the date the Preffered Stock is converted into Common Stock and Senior Notes and for reelection at every meeting thereafter and shall use all commercially reasonable efforts to cause the election of the Investor Nominee, including soliciting proxies in favor of his or her election. In the event the Investor Nominee or the Preferred Nominee (as defined in the Articles Supplementary designating the terms of the Preferred Stock) resigns, is unable to serve as a member of the Board of Directors, is removed from the Board of Directors or fails to be elected as a member of the Board of Directors at any annual stockholders meeting, the Investor shall have the right to nominate another individual (a “Substitute Nominee”) and the Board of Directors shall appoint such Substitute Nominee to fill the vacancy created by the resignation or removal of the prior Investor Nominee or the Preferred Nominee, as the case may be, at which point such Substitute Nominee shall be deemed to be the Investor Nominee.
Investor Nominee. As promptly as practicable following the execution of this Agreement (and in any event, within two (2) business days after the date hereof), the Board shall take all action necessary to appoint Xxxx Xxxxxxxx to the Board (the “Investor Nominee”). The Board shall include such Investor Nominee as a nominee for the Board in the 2018 Annual Meeting proxy statement (the “Proxy Statement”) and will recommend and solicit proxies for the election of the Investor Nominee at the 2018 Annual Meeting. As promptly as practicable following the execution of this Agreement (and in any event, within two (2) business days after the date hereof), the Investor Nominee shall be appointed to the Audit Committee of the Board.
Investor Nominee. (a) Within ten (10) calendar days of the date of this Agreement, the Board of Directors of the Company will cause the number of members of the Board of Directors to be increased to eight (8), with the additional directorship being added to Class III, and the Board of Directors will appoint the Investor Nominee to fill the newly created vacancy until the next annual meeting. The Board of Directors will nominate the Investor Nominee for election to such additional director position at the annual meeting of stockholders scheduled to be held on June 3, 2004 for a term which will expire at the first annual meeting of stockholders following the end of the Company's fiscal year ending January 31, 2007. The Company's Board of Directors will recommend the election of such Investor Nominee to the Company's stockholders and the Company will solicit proxies for the election of such Investor Nominee pursuant to its proxy statement for such meeting to the same extent and in the same manner that it customarily solicits such proxies for other nominees of the Company's Board of Directors. The Investor Nominee shall be appointed to the Audit Committee and the Compensation Committee of the Board of Directors.
(b) The Company's obligation to solicit proxies for the election of Investor Nominee pursuant to this Section 2.2 is subject to the Investors and Investor Nominee providing all information requested by the Company and reasonably necessary for the Company to prepare the proxy statement in accordance with the SEC's proxy rules and the Company's bylaws in a timely and complete manner.
Investor Nominee. Section 5.1(e) Knowledge of the Company.............................Section 2.2(c) Law.....................................................Section 2.3 Liens................................................Section 2.2(b) Material Adverse Effect...........................
Investor Nominee. The Group Companies and the Key Founder undertake to the Investor that, upon request of the Investor after the Closing, (i) the Founders shall (and the Founders shall procure Xxxx XXXX (汤鹏) to), as long as they hold any equity interest in the Domestic Company (collectively, the “Domestic Company Holders”), and the Warrantors shall cause the Domestic Company Holders to, transfer on a pro rata basis in proportion to their respective equity interest in the Domestic Company for free to a nominee appointed by the Investor (the “Investor Nominee”) such percentage of the equity interest in the Domestic Company beneficially held by the Domestic Company Holders that is equal to the percentage of the Company’s outstanding Ordinary Shares then held by the Investor on an as-converted basis, as soon as practicable and in any event within thirty (30) Business Days upon request from the Investor, (ii) the Warrantors shall cause to be made any filing with the competent local office of Beijing Administration for Industry and Commerce to reflect the Investor Nominee’s equity interest in the Domestic Company, (iii) the Warrantors shall cause to be delivered to the Investor the original copies of the updated articles of association, register of members and certificates of capital contribution of the Domestic Company reflecting the foregoing transfer of equity interest of the Domestic Company. The Investor hereby covenants that, as long as the Investor Nominee appointed by it holds equity interest in the Domestic Company pursuant to this Section 7.10, it shall (i) cause the Investor Nominee to execute and deliver the applicable Restructuring Documents in the form executed and delivered by other shareholders of the Domestic Company, (ii) in case its shareholding percentage in the Company (on an as-converted basis) decreases after the acquisition of the equity interest of the Domestic Company by the Investor Nominee, cause the Investor Nominee to transfer such portion of the equity interest back to the Domestic Company Holders for free to correctly reflect the decrease. The Warrantors shall cause the Domestic Company Holders, and the Investor shall cause its Investor Nominee (if any), to duly and punctually perform and observe this Section 7.10. Without prejudicing the generality of the foregoing, the Warrantors shall cause the Domestic Company Holders, and the Investor shall cause its Investor Nominees (if any), (x) to amend the applicable Restructuring Documents to reflect the...
Investor Nominee. Each incumbent Investor Nominee shall receive notice of each meeting of the Board of Directors at the same time and in the same manner as other members of the Board. Each incumbent Investor Nominee shall be entitled to indemnification rights, travel and expense reimbursement and compensation substantially similar to those of other non-employee directors of the Company. The Company shall at all times maintain a directors and officer insurance policy covering each incumbent Investor Nominee that provides in the aggregate substantially the same coverage as the policy covering the current directors of the Company as of the date of this Agreement.
Investor Nominee. For the avoidance of doubt, the requirements set forth in Section 3.01 shall not impose any obligations on the Investor Nominee in his or her capacity as a director of the Company and shall not require the Investor Nominee to vote in any particular manner in his or her capacity as a director of the Company.
Investor Nominee. 11.1 The Investor shall be entitled, on giving notice in writing to the Issuer (the “Nominee Notice”) to nominate a Permitted Transferee (the “Nominee”) to subscribe for the Securities and otherwise have the benefit of the Investor’s rights and be subject to the Investor’s obligations under this Agreement. For the avoidance of doubt, the Investor’s right under this clause 11.1 is not subject to the Issuer’s consent.
11.2 It shall be a condition to right of the Investor to appoint a Nominee in accordance with clause 11.1 above that the Nominee enters into an undertaking to observe and perform the provisions and obligations of this Agreement in the form set out in Exhibit 1 (the “Joinder”).
11.3 Following the entry into of the Joinder, references to the Investor in this Agreement shall be deemed to refer to the Nominee specified in the Nominee Notice.
