Mechanics of Designation. The Company shall give Two Harbors at least 20 days prior written notice of the date of the proposed mailing of proxy materials for the 2013 Annual Meeting and any other meeting of stockholders prior to the 2014 Annual Meeting at which there will be (or there is anticipated to be) the election of directors of the Company. Promptly upon (and in any event within 10 days after) receipt of such notice from the Company, or upon the occurrence of any other event that gives rise to the exercise by Two Harbors of its rights hereunder to designate an individual for nomination for election to the Board, Two Harbors shall give written notice (a “Designation Notice”) to the Company of the name of each individual which Two Harbors designates under this Agreement to then be nominated for election or reelection to the Board of Directors, together with the following: (i) all information relating to each such individual that is required to be provided under the Bylaws of the Company in respect of any individual who a stockholder proposes to nominate for election, including all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of directors or is otherwise required pursuant to Regulation 14A under the Exchange Act, (ii) such individual’s or individuals’ written consent to serving as a director if elected, and if applicable, being named in the proxy statement for the 2013 Annual Meeting as a nominee, (iii) a certificate from each such individual as to the completeness and accuracy of such information so provided about him or her, and (iv) a fully executed Resignation Letter as described below. In addition, Two Harbors will certify to the Company in such Designation Notice that each of the individual designees named therein qualifies as an Independent Director and shall provide all information relevant to the determination of such designees’ qualification as an Independent Director, provided, however that, subject to the provisions of Article III, Section 2 below, the ultimate determination as to the qualification of each such designee as an Independent Director shall nevertheless be made in good faith by the Board of Directors. If the Designation Notice is not provided to the Company in proper form or on a timely basis as provided above, Two Harbors shall be deemed to have re-designated its existing designee(s) then serving on the Board of Directors except for any such designee who for any reason is unavailabl...
Mechanics of Designation. (a) In order to nominate an individual for election to the Board, Xxxxx or THL, as applicable, must submit to the Company a prior written notice at least ninety (90) days prior to the date of the next scheduled annual meeting of the Company’s stockholders in accordance with the notice provisions set forth in Section 11 hereof, which notice shall include (i) the name of the designee, (ii) a current resume and curriculum vitae of the designee, (iii) a statement describing the designee’s qualifications and (iv) contact information for personal and professional references. At least one hundred and twenty (120) days prior to the date of such annual meeting of the Company’s stockholders, the Company shall provide Xxxxx and THL with written notice of the expected date of such meeting in accordance with the notice provisions set forth in Section 11 hereof.
Mechanics of Designation. (a) In the absence of notice to the contrary from PPD, the rights granted to PPD pursuant to this Article III (including pursuant to Section 3.4) shall be exercised by PPD.
Mechanics of Designation. (a) In order to nominate an individual for election to the Board, Hampshire must submit to the Company a prior written notice at least ninety (90) days prior to the date of the next scheduled annual meeting of the Company’s stockholders in accordance with the notice provisions set forth in Section 11 hereof, which notice shall include (i) the name of the designee, (ii) a current resume and curriculum vitae of the designee, (iii) a statement describing the designee’s qualifications and (iv) contact information for personal and professional references. At least one hundred and twenty (120) days prior to the date of such annual meeting of the Company’s stockholders, the Company shall provide Hampshire with written notice of the expected date of such meeting in accordance with the notice provisions set forth in Section 11 hereof.
Mechanics of Designation. (a) In the absence of notice to the contrary from PPD, the rights granted to the PPD Persons pursuant to this Article III shall be exercised by PPD.
Mechanics of Designation. In order to nominate an individual for election to the Board, Warburg Pincus must adhere to the Company's advance notice requirements and procedures for director nominations in accordance with the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (the "Bylaws") of the Company. The Company agrees that it shall provide Warburg Pincus with written notice, at least 120 days prior to the date of such annual meeting of the Company's stockholders, of the expected date of such meeting in accordance with the notice provisions set forth in Section 4.3 hereof. At each meeting of the Company's stockholders at which the directors of the Company are to be elected, the Company agrees to recommend that the stockholders elect to the Board each designee of Warburg Pincus nominated for election at such meeting in accordance with the provisions of Section 1 above.
Mechanics of Designation. Unless otherwise agreed by the respective group of Shareholders designated in Sections 3.1 (a), (b), (c) or (d), the designees of each such group shall be selected by holders of a majority of the Securities held by all members of such respective group.
Mechanics of Designation. The Company shall give the Contributing Partners (or, if applicable, such other Person as shall be determined pursuant to Section 6) at least 60 days prior written notice of the date of the proposed mailing of proxy materials for any meeting of shareholders at which there will be election of directors of the Company. The Contributing Partners (or, if applicable, such other Person) shall within 10 business days of receipt of such notice from the Company give written notice (an "Election Notice") to the Company of the name of each individual which the Contributing Partners (or, if applicable, such other Person) has the rights under this Agreement to designate to be nominated for election or reelection to the Board of Directors at such meeting and all information relating to each such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected). If the Election Notice is not provided to the Company on a timely basis as provided above, the Contributing Partners (or, if applicable, such other Person) shall be deemed to have renominated its or their existing nominee(s). At the request of the Board of Directors, any person so nominated for election as a director shall furnish to the Secretary of the Company that information required to be set forth in the Election Notice.
Mechanics of Designation. (a) In order to nominate an individual for election to the Board, Hampshire must submit to the Company a prior written notice at least ninety (90) days prior to the date of the next scheduled annual meeting of the Company's stockholders in accordance with the notice provisions set forth in Section 11 hereof, which notice shall include (i) the name of the designee, (ii) a current resume and curriculum vitae of the designee, (iii) a statement describing the designee's qualifications and (iv) contact information for personal and professional references. At least one hundred and twenty (120) days prior to the date of such annual meeting of the Company's stockholders, the Company shall provide Hampshire with written notice of the expected date of such meeting in accordance with the notice provisions set forth in Section 11 hereof. (b) At each meeting of the Company's stockholders at which the directors of the Company are to be elected, the Company agrees to recommend that the stockholders elect to the Board each designee of Hampshire nominated for election at such meeting in accordance with the provisions of Section 3 above. 5.
Mechanics of Designation
