Nomination and Election of Directors Sample Clauses

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.

Nomination and Election of Directors. (a) Each of the E-House Group Shareholders and the SINA Group Shareholders agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall vote all Ordinary Shares owned or held by it or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a general meeting of its shareholders) in order to ensure that the composition of the Board is as set forth in Section 2.1, subject to the provisions of this Section 2.2. (b) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the SINA Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the SINA Group Shareholders shall have the right to designate only one (1) director to the Board as set forth in Section 2.1. and (ii) as of and after such time as the SINA Group Shareholders (as a group) are no longer a 10% Shareholder, the SINA Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the E-House Group Shareholders shall have the right to remove or procure the removal of, and the SINA Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of (i) above, one (1) SINA Director or, in the case of (ii) above, all remaining SINA Directors, from the Board in accordance with any resolution of Shareholders. (c) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the E-House Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the E-House Group Shareholders shall have the right to designate only one (1) director to the Board as set forth in Section 2.1. and (ii) as of and after such time as the E-House Group Shareholders (as a group) are no longer a 10% Shareholder, the E-House Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the SINA Group Shareholders shall have the right to remove or procure the removal of, and the E-House Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of (i) above, one (1) E-House Director or, in the case of (ii) above, all remaining E-House Directors, from the Board in accordance with any resolution of Shareholders. (d) If there shall be any vacancy due to the death, re...

Nomination and Election of Directors. The Board shall consist of two (2) nominees of OSEG. OSEG agrees to vote its Shares to elect such nominees by a written resolution electing such nominees.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten (10) members, (2) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) as directors of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring at the 2015 Annual Meeting. After the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(i) and prior to the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Star...

Nomination and Election of Directors. At each annual or special meeting of stockholders of the Company at which directors are to be elected (each such annual or special meeting, an “Election Meeting”):1 (i) The Chief Executive Officer of the Company shall be nominated for election as a Director, and each Investor shall take all Necessary Action to elect the Chief Executive Officer of the Company as a Director; 1 Note to Draft: Company bylaws to provide that Directors are to be elected by a majority of the then-outstanding Common Shares, for a term expiring at the following annual meeting of stockholders. (ii) The Xxxxxxx Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the Xxxxxxx Investor’s Investor Percentage Interest at such time is at least 20%, (ii) one nominee, if the Xxxxxxx Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (iii) no nominees, if the Glendon Investor’s Investor Percentage Interest at such time is less than 10% (each candidate so nominated, a “Xxxxxxx Nominee”), and each Investor shall take all Necessary Action to elect each Xxxxxxx Nominee as a Director (each Director so elected, a “Xxxxxxx Director”); provided, that prior to the first Election Meeting following the date of this Agreement, the Xxxxxxx Directors shall be as so designated on Schedule B; (iii) The Monarch Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the Monarch Investor’s Investor Percentage Interest at such time is at least 20%, (ii) one nominee, if the Monarch Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (iii) no nominees, if the Monarch Investor’s Investor Percentage Interest at such time is less than 10% (each candidate so nominated, a “Monarch Nominee”), and each Investor shall take all Necessary Action to elect each Monarch Nominee as a Director (each Director so elected, a “Monarch Director”); provided, that prior to the first Election Meeting following the date of this Agreement, the Monarch Directors shall be as so designated on Schedule B; and (iv) A number of Independent Nominees equal to the Independent Nominee Number shall be nominated for election as Directors by Qualifying Investors holding at least a majority of the Common Shares held by all Qualifying Investors; provided, that solely for purposes of this clause (iv), any Qualifying Investor that holds in excess of 30% of the Common Shares then outstanding shall be deemed to ...

Nomination and Election of Directors. Election of Chairman of the Board and CEO and Other Matters.

Nomination and Election of Directors. The following procedures shall govern the nomination and election of directors of the Company: (i) For so long as the Tomer Group shall beneficially own at least 20% of the Shares held by them on the date hereof, they shall be entitled to nominate and have elected three (3) directors acceptable to them in their sole discretion

Nomination and Election of Directors. The following procedures shall govern the nomination and election of directors of the Company: (i) For so long as the Founders Group shall beneficially own ,in the aggregate, at least 65% of the Shares held by them on the date hereof, after the consummation of the Transactions, they shall be entitled to nominate and have elected four (4) directors acceptable to them in their sole discretion (the "Founders Directors"). (ii) For so long as the Xxxxxx Group shall beneficially own at least 65% of the Shares held by them on the date hereof, after the consummation of the Transactions, they shall be entitled to nominate and have elected one (1) director (the "Xxxxxx Director"); (iii) For so long as Skye shall beneficially own at least 65% of the Shares held by Skye on the date hereof after the consummation of the Transactions, Skye shall be entitled to nominate and have elected one (1) director (the "Skye Director", and, together with the Xxxxxx Director, the "ENI Directors").

Nomination and Election of Directors. (a) Size. Commencing on March 23, 2000, the Company and the Purchasers agree to take any actions necessary so that the Board will be comprised of eleven (11)

Nomination and Election of Directors. (a) In connection with each meeting of the shareholders of the Company in which Directors shall be elected, Istithmar shall have the right to designate for nomination one nominee who satisfies the requirements of Section 3.2(d) for Director, and the Company shall cause such Person designated for election in accordance with this Section 3.2(a) to be included in the Board's slate of nominees for such meeting. (b) Subject to applicable law, Istithmar shall be entitled to remove any director designated by it. The Company shall take all reasonable efforts consistent with applicable law to effectuate such removal. (c) Istithmar shall have the right to designate any replacement for a Director designated for nomination in accordance with Section 3.2(a) by Istithmar upon the death, resignation, retirement, disqualification or removal from office of such Director; provided that such replacement shall satisfy Section 3.2(d). The Board of Directors shall appoint each person so designated. (d) Istithmar hereby agrees that any individual that it designates as a nominee for Director or replacement Director shall satisfy all administrative, regulatory or other governmental requirements applicable to the Company and the other members of the Board of Directors. (e) Notwithstanding any provisions of this Agreement to the contrary, if, at any time, Istithmar's Percentage Interest falls below 5% (the "Istithmar Relinquishment Event"), then Istithmar shall no longer have the right pursuant to Section 3.2(a) or 3.2(c) to designate a nominee for Director and shall immediately take all reasonable efforts consistent with applicable law to cause its then current designee to resign as a member of the Board and this Article III shall terminate.