Nominating Provisions Sample Clauses

Nominating Provisions. Each Party agrees, in connection with each annual meeting or special meeting of stockholders at which directors are to be elected following the closing of the IPO, that such Party shall take all Necessary Action (as defined below) to, or to cause the Board and the Nominating and Corporate Governance Committee of the Board, as applicable, to (i) include the Individual Founders and Tulco Director in the slate of nominees nominated by the Board for the applicable class of directors (or the full Board if the Board is no longer classified) for election or re-election by the stockholders of the Company, (ii) include such Individual Founders and Tulco Director in the Company’s proxy statement for such stockholder meeting or similar document or soliciting materials, and (iii) recommend in favor of each Individual Founder’s and Tulco Director’s election or re-election as a director. “Necessary Action” for purposes of this paragraph means, with respect to a specified result, all actions, to the fullest extent permitted by applicable law and as consistent with applicable fiduciary duties of directors, necessary to cause such result, including, without limitation, (a) voting, providing a written consent or otherwise causing the adoption of board resolutions with respect to the nomination of each Individual Founder and Tulco Director and inclusion in the Company’s proxy statement or similar document or soliciting materials of the Individual Founder and Tulco Director, (b) causing the adoption of board and/or stockholder resolutions and amendments to any organizational documents, (c) executing agreements and instruments and (d) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. In the event that an Individual Founder or the Tulco Director is not included in the slate of nominees nominated by the Board for an applicable meeting of stockholders, the Company further agrees to provide such Individual Founder or the Tulco Director, as applicable, the opportunity to nominate herself or himself for election to the Board. The obligations set forth in this paragraph shall terminate with respect to an Individual Founder or a given Tulco Director upon the earlier to occur of (i) the date such individual is no longer serving as a member of the Board, whether by resignation, removal for cause or determination not to stand for re-election, and (ii) such ind...
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Nominating Provisions. 3.1. With respect to any general meeting of the shareholders of Golden Matrix (the “Shareholders”) (whether annual, special, or otherwise), or pursuant to any consent to action without meeting of the Shareholders, in each case at which the election of directors is to be voted on (each, an “Election Meeting or Consent”), (a) the Committee shall have the right, pursuant to the Committee Charter, to designate for nomination to the Board three (3) Board Appointees, subject to the Committee Charter and the rules and requirements of Nasdaq (each such designated person, a “Committee Nominated Person”); (b) the Seller Parties shall have the right to designate for nomination to the Board up to two (2) Board Appointees as long as they are holders of Series C Shares, and subject to the rights and preferences set forth in the Series C Designation (each such designated person, a “
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Nominating Provisions 
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Related to Nominating Provisions

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Voting Provisions As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become a party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this Agreement, as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by executing an adoption agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement and to vote the Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined in the Voting Agreement.

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Identifying Provisions For purposes of this Agreement, the following terms shall have the following respective meanings:

  • Vesting Provisions The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.

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