Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a
Nomination of Directors. (a) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM ...
Nomination of Directors. (a) MVII and the DSI Group shall each be entitled to nominate, from time to time, the members of the Board of Directors of the Company. The DSI Group shall be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix
(b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph
(a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominations.
Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees with the Company that it shall: (i) appear in person or by proxy at each annual meeting or special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company:
(i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC;
(ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and
(iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock...
Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in Section 11.11(b) shall be eligible for election as Directors of the Company, except as may be otherwise provided in any Share Designation with respect to the right of Members of any class of Shares to nominate and elect a specified number of Directors in certain circumstances.
Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below:
(i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and
(ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company.
(b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor".
(c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director".
(d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly:
(i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies;
(ii) nominate another person willing to act in the relevant capacity; and
(iii) procure the consent of that other person to act in that capacity.
(e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof.
(f) The Share Trustee undertakes and agrees subject to its duties and obligations as Shar...
Nomination of Directors. (a) The Company shall take such actions as may be lawful and necessary, and each of the Stockholders (subject to subsection (c) of this Section 4.3) shall vote its Shares and shall take such other actions as may be necessary, to cause the Board, at all times from and after the Closing Date, to include the following Directors nominated and elected as follows:
Nomination of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the Corporation, must be preceded by notification in writing in fact received by the Secretary of the Corporation not less than twenty (20) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee.
Nomination of Directors. The Beneficiary shall not itself, nor shall it initiate, suggest or otherwise encourage the Board of Directors or any other Person to, (i) nominate any individual as a candidate for election to the Board of Directors, or (ii) appoint any individual to fill any vacancy on the Board of Directors. The Beneficiary shall not support, endorse or otherwise encourage the election of any candidate for election to the Board of Directors other than a candidate or candidates nominated by an Independent Board Majority.
Nomination of Directors. The Apollo Group shall have the right to nominate for election to the Board up to:
(i) four directors, so long as the Apollo Group collectively beneficially owns at least 30% of the outstanding Common Stock of the Company but less than 50% of the outstanding Common Stock of the Company;
(ii) three directors, so long as the Apollo Group collectively beneficially owns at least 20% of the outstanding Common Stock of the Company but less than 30% of the outstanding Common Stock of the Company; or
(iii) two directors, so long as the Apollo Group collectively beneficially owns at least 10% of the outstanding Common Stock of the Company but less than 20% of the outstanding Common Stock of the Company. Within one hundred eighty (180) days of this Agreement, the Apollo Group shall have the right to nominate for election to the Board two directors, and if the Apollo Group exercises such right, the Company shall increase the size of the Board to nine (9) directors and appoint such nominees to the Board. In each of clauses (i) through (iii) in this Section 6(a), the number of shares of Common Stock beneficially owned by the Apollo Group shall include shares of Common Stock issuable under the terms of any exchangeable or convertible securities issued by the Company and beneficially owned by the Apollo Group and any director deemed “independent” by the Board for New York Stock Exchange purposes shall not be included as one of the directors. In the event the Board increases its size beyond nine (9) members, the Apollo Group’s nomination rights under this Section 6(a) shall be proportionately increased, rounded up to the nearest whole number.
