Nomination of Director. 2.1 Conditional upon the CPPIB having acquired Shares in the Investment with a value at the time of the acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled to nominate for appointment or as a candidate for election to the Board one CPPIB Director Nominee and to nominate another person for appointment or election in that person’s place should that person’s office be vacated.
2.2 CPPIB shall consult with the Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board (such agreement by the Nominating and Governance Committee not to be unreasonably withheld or delayed), and the Company shall use its reasonable best efforts to support the nomination of the CPPIB Director Nominee by the Nominating and Governance Committee. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United States. In the event that CPPIB’s initial CPPIB Director Nominee is not acceptable to the Nominating and Governance Committee (acting reasonably), CPPIB shall have the right to propose additional CPPIB Director Nominee(s) until a candidate is mutually agreed between CPPIB and the Nominating and Governance Committee. For the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director Nominee, shall have the discretion to consider all relevant factors in evaluating such nominee, including, but not limited to, the current composition of the Board, the areas of expertise represented or needed on the Board and the preference for geographic or other diversity of the Board.
2.3 Following mutual agreement of the CPPIB Director Nominee, the Company shall use its reasonable best efforts to put forward such CPPIB Director Nominee for election at the next applicable AGM or take such other steps as are required to have such CPPIB Director Nominee elected or appointed to the Board. If applicable, the Company shall include the CPPIB Director Nominee in the list of nominees for election in each Proxy Statement following CPPIB’s nomination of such CPPIB Director Nominee in accordance with this Clause 2 and take the same or equivalent steps to support the election of such CPPIB Director Nominee as the Comp...
Nomination of Director. Parent and Avenue Capital shall have entered into the Parent Director Nomination Agreement.
Nomination of Director. The Company shall nominate Xx. Xxxxx Xxxxxxx for re-election as a director at each of the Company’s two annual meetings of shareholders immediately following the Closing. The Company’s obligations under this Section 4.4 shall be conditioned on Xx. Xxxxxxx’x being willing and eligible under all applicable laws and regulations to serve on the Board of Directors. Xx. Xxxxxxx shall not receive any compensation for serving on the Board of Directors of the Company until such time as he is first elected to such position by a vote of the public shareholders of the Company, following which he will be entitled to the same compensation as the independent members of the Board of Directors of the Company. The terms of this Section 4.4 shall survive the Closing but shall cease to be binding upon the early termination of this Agreement pursuant to the terms hereof.
Nomination of Director. At any meeting of the stockholders of the Corporation at which directors are to be elected and for so long as the Amended Note shall remain outstanding, the management of the Corporation shall, at the written request of Purchaser, nominate Purchaser (or his nominee) to be elected to the Board of Directors of the Corporation. If Purchaser chooses not to exercise his right to be named or nominated, or to have his nominee named or nominated, as a director at any time, Purchaser (or his nominee) shall have the right to attend any and all meetings of the Corporation's Board of Directors as an observer, and the Corporation shall provide Purchaser (or his nominee) with the same advance notice of such meetings as is provided to the Corporation's Board of Directors.
Nomination of Director. Each of the Purchasers nominates Xxxxxxxx Xxxxxxxxxxx to the Board of Directors of the Seller in accordance with their right to nominate the board member under Section 5.02(c)(1)(i) of the Bylaw Amendment to the Seller's Bylaws.
Nomination of Director. Immediately following the Closing, the Company agrees to take such steps as are necessary to increase the number of members of the Board of Directors and elect Kennxxx Xx'uan-K'ai Lxxxx xx fill such vacancy. Additionally, the Company agrees to nominate Mr. Xxxxx xx the Compensation Committee of the Board of Directors.
Nomination of Director. (a) Effective as of the date of this Agreement, the Company will cause K. Xxxx Xxxxx to be elected a member of the Board of Directors of the Company as a "Class II" director.
(b) At the annual meeting of stockholders of the Company to be held in the year 2000, the Company and the Company's Board of Directors will nominate and recommend to the Company's stockholders K. Xxxx Xxxxx to serve on the Board of Directors of the Company as a "Class II" director. The Company also shall use its reasonable efforts to solicit from the stockholders of the Company eligible to vote in the election of directors at such meeting a proxy to vote for K.
Nomination of Director. In recognition of the importance of maintaining representation on the Board of Directors of the Surviving Corporation from the geographic area served by the Company prior to the Merger, the Nominating Committee of the Board of Directors of the Surviving Corporation will nominate for election to a full three-year term at the annual meeting of Associated's shareholders in 2006 the independent director appointed to the Board of Directors of the Surviving Corporation pursuant to Section 1.05 unless the members of the Nominating Committee determine in good faith that they should not nominate such director consistent with their fiduciary duties under Wisconsin Law or unless such director is no longer an independent director (as defined by NASDAQ).
Nomination of Director. If the Series B Preferred Stock is no longer outstanding, for so long as the Investors own 7.5% or more of the outstanding Common Stock of the Company, the Company shall nominate, or shall cause to be nominated, an individual to be designated by the Investors owning a majority of the shares of Common Stock then owned by the Investors for election to the Board of Directors of the Company and shall solicit, or cause to be solicited, proxies to elect such individual to the same extent it does so for the other individuals nominated by the Company for election to the Board of Directors. For purposes of this Section 6.3, the number of shares of Common Stock owned by any Investor shall be deemed to include any shares of Common Stock issuable upon conversion of Shares or exercise of Warrants then owned by such Investor.