Nomination Right Sample Clauses

Nomination Right. Prior to or at the Effective Time, the Shareholder shall have the right to be nominated to the Xxxxx Board of Directors (the "Xxxxx Board") effective as of the Effective Time and at each meeting of stockholders of Xxxxx, as the case may be, at which directors are to be elected. The Xxxxx Board shall, subject to its fiduciary duties under applicable law, cause the Shareholder to be nominated and recommended for election to the Xxxxx Board at the Effective Time and at all meetings of stockholders of Xxxxx at which directors are to be elected following the Effective Time.

Nomination Right. From the Effective Time until the earlier of (i) the third (3rd) anniversary of the Effective Time or (ii) the first such time after the Settlement Date that the Hony Investor ceases to beneficially own (giving effect to the CVRs) 50% of its Effective Time Equity, the Hony Investor shall have the right to nominate up to four (4) Directors (each a “Hony Nominee”), and the number of directorships constituting the full Board shall not exceed nine (9) without the approval of the Hony Investor; provided that at all times at least one (1) of the Hony Nominees shall be (or, if not yet serving on the Board as a Director, shall if elected qualify as) an Independent Director. The Hony Investor may elect to terminate or suspend such nomination right by written notice to the Company at any time. As of the Effective Time, the four Hony Nominees shall initially be the four STX Designated Directors. Whenever the Board is divided into classes of Directors serving staggered terms, unless the Hony Investor otherwise consents in writing, the Hony Nominees shall be allocated among such classes as nearly equal as possible; provided that the allocation of the STX Designated Directors to their respective classes as of the Effective Time in the manner set forth in the Merger Agreement shall be deemed to satisfy this sentence with respect to such Hony Nominees.

Nomination Right. 2.1 Board nomination right (1) According to the terms and subject to the conditions set forth in this Article 2 and the applicable Securities Laws, the Investor has the right to nominate one individual (an “Investor Nominee”) to be included in the list of nominees to the Board of Directors of the Corporation that is included in a proxy circular relating to the election of directors of the Corporation, provided the Investor Nominee meets the following conditions, subject to any exception to which the Corporation has given its written consent: a) the Investor Nominee must not have a material relationship (within the meaning of Regulation 52–110 respecting Audit Committees) with the Corporation; b) the Investor Nominee must qualify under the BCA, applicable securities laws and regulations, and the articles of incorporation and policies of the Corporation in effect from time to time to act as a director of the Corporation and must be selected considering the diversity and nomination standards set forth in the Corporation’s Corporate Governance Guidelines; c) the designation of the Investor Nominee must be the subject of a favourable recommendation of the Corporation’s Governance and Nominating Committee, acting reasonably and considering the profile and expertise required of an independent director of the Corporation; and d) in the event of an unfavourable recommendation by the Corporation’s Governance and Nominating Committee pursuant to Section 2.1(1)c) above, the Investor may designate a new Investor Nominee, who shall meet the conditions set forth in this Section 2.1. (2) Following the execution of this Agreement, the first Investor Nominee will be designated by the Investor within the time limits set forth in Section 2.2 to be included in the list of nominees to the Board of Directors of the Corporation in the proxy circular in connection with the first annual meeting of Shareholders following the date hereof. For greater certainty, until elected at the first annual meeting of Shareholders following the date hereof, the Investor Nominee designated by the Investor pursuant to Section 2.2 will be invited to attend meetings of the Board as an observer. Such observer will have no voting rights and will not be compensated as a director but will have the right to attend meetings of the Board and receive notices of meetings and all documentation provided to the directors of the Corporation, provided such observer executes and delivers a confidentiality agreement...

Nomination Right. (a) For so long as the Participating Percentage is at least 5%, the Investor shall be entitled to designate one nominee who shall be a Person eligible to serve as a director pursuant to the Act (an “Investor Nominee”) for election or appointment to the Board. (b) The Company covenants and agrees, within 10 Business Days’ of receiving a written notice from the Investor to the Company, to forthwith take all necessary steps, including increasing the size of the Board or causing the resignation of a director, to cause the appointment of an individual selected by the Investor to serve on the Board as the initial Investor Nominee until the next annual meeting of the Company’s shareholders, and in the event that it is necessary to seek shareholder approval for the election of the initial Investor Nominee, the Company shall call and hold a meeting of its shareholders to consider the election of the Investor Nominee as soon as reasonably practicable, and in any event such meeting shall be held within 75 days of the Company receiving such written notice from the Investor. (c) The Company shall provide the Investor with notice in writing promptly upon determining the date of any meeting of shareholders at which directors of the Company are to be elected and the Investor shall advise the Company of its Investor Nominee promptly and in any event within 15 Business Days of receipt of such notice. If the Investor does not advise the Company of the identity of any Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent nominee. (d) The Investor Nominee must consent in writing to serve as a director of the Company and meet all statutory and stock exchange requirements for membership on the Board. (e) In the event that any Investor Nominee shall cease to serve as a director of the Company, whether due to such Investor Nominee’s death, disability, resignation or removal, the Company shall cause the Board to promptly appoint a replacement Investor Nominee designated by the Investor to fill the vacancy created by such death, disability, resignation or removal, provided that the Investor remains eligible to designate an Investor Nominee.

Nomination Right. In addition, commencing after any appointment of a WB Appointee in accordance with Section 10.2.1 until the earlier of such time as the WB Parties and their Affiliates collectively own less than (other than as a result of splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (i) the number of Shares received by the WB Parties in the Transactions or (ii) an aggregate of 5% of Strategic’s outstanding Common Stock on a fully diluted basis assuming the conversion, exercise and exchange of outstanding convertible, exercisable or exchangeable securities, if PIPE Purchaser or its Affiliates so desire, Strategic shall, consistent with and subject to the MGCL, acting through the SHR Board, nominate for election to the SHR Board, one representative designated by PIPE Purchaser or its Affiliates, and reasonably acceptable to Strategic, at each annual meeting of Strategic’s stockholders. For the avoidance of doubt, Xxxxxxxx Xxxxxxx shall be an acceptable and approved nominee.

Nomination Right. (a) The Investor shall have the right to nominate one person acceptable to the Nomination Committee, acting reasonably, to act as a director of the Corporation (the “Omega Director”), so long as the Investor owns at least 9.99% (on an undiluted basis) of the outstanding Shares. The initial Omega Director shall be Xxxx Xxxxxxx. (b) If a vacancy occurs because of the death, disability, retirement, resignation or removal for any reason of the Omega Director, the Investor may name another individual to fill such vacancy, and the Board, subject to Section 2.03, shall appoint such individual to the Board to fill the vacancy. (c) During the term of this Agreement, the Omega Director shall, provided he or she is an independent director within the meaning of applicable securities laws and Exchange policies and except as set forth in the proviso to Section 2.04(a), be eligible for selection in accordance with the Board’s appointment practices to serve as a member of each committee (whether standing or special) of the Board.

Nomination Right. Subject to the terms and conditions of this Agreement: (a) The Company will include in the Board’s slate of nominees, for election as director at the 2024 annual meeting of shareholders, Xxxxxxx Xxxxxxx, the Shareholder’s Chief Operating Officer, or if Xx. Xxxxxxx becomes unavailable to serve as a director, another individual designated by the Shareholder and reasonably acceptable to the Board (the “Shareholder Designee”). The Company shall recommend the Shareholder Designee for election to the Board and solicit votes in favor of the election of the Shareholder Designee with the same level of effort as for any other nominee on the Company’s slate. (b) The Company’s obligations in clause (a) will be subject to (x) the Shareholder Designee meeting the criteria for service on the Board under applicable law and New York Stock Exchange rules and Corporate Governance Guidelines and any other criteria established by the Board or any committee thereof for such service that are generally applicable to members of the Board, and (y) delivery by the applicable individual designee of a written undertaking specified in Section 2.01(c). (c) Any Shareholder Designee shall undertake in writing to the Company (x) to promptly tender his or her resignation from the Board at such time at which the Shareholder beneficially owns less than 5% of the Company’s issued and outstanding Ordinary Shares and (y) to be bound by the same code of conduct, code of ethics, confidentiality obligations and other Board policies as are approved by the Board and applicable to the other non-executive directors of the Company, provided that such Shareholder Designee shall be entitled to provide to the Shareholder any and all information received by such Shareholder Designee in its capacity as a director, subject to compliance by the Shareholder with Section 3.02, other than any privileged legal advice provided to the Company by internal or external legal counsel, which may be provided to the Shareholder only with the Company’s consent.

Nomination Right. Subject to the conditions set forth in this Section 2, each Founding Member shall have the right to designate two persons to be appointed or nominated, as the case may be, for election to the Board as follows (each, a “Designee”): (a) each Founding Member may designate two persons for appointment or nomination to the Board, as the case may be, who initially shall be: AMC Xxxxxx X. Xxxxx Class II Xxxxx X. Xxxxx Class III Cinemark Media Xxxxx X. Xxxxxxx, Xx. Class II Xxx Xxx Xxxxxxxx Class III Regal Xxxxxxx X. Xxxxxxx Class II Xxxxxxx X. Xxxxxxxx Class III (b) at every meeting of the Board, or a committee thereof, for which Directors are appointed or are nominated to stand for election by stockholders of NCM Inc., each Founding Member will have the right to designate those persons to be appointed or nominated for election to the Board for each Retiring Director that was a prior Designee of such Founding Member in accordance with this Section 2.1; (c) if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Designee, the Founding Member who designated such person shall be entitled to designate such person’s successors in accordance with this Agreement and the Board, subject to a determination of the Board in good faith, after consultation with outside legal counsel, that such action would not constitute a breach of its fiduciary duties or applicable law, shall fill the vacancy with such successor Designee; and (d) if a Designee is not nominated or elected to the Board because of the Designee’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, the Founding Member who designated such person shall be entitled to designate promptly another Designee and the director position for which such Designee was nominated shall not be filled pending such designation.

Nomination Right. From and after the date hereof and until the Termination Event, the Investor Shareholders shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board the following individual(s) (each, an “Investor Shareholder Nominee”): (A) two (2) individuals to serve as Directors for so long as the Investor Shareholders, taken together, Beneficially Own shares of Common Stock (including Conversion Shares) issued or issuable pursuant to the Merger Agreement representing at least twenty percent (20.0%) of the outstanding Common Stock; and (B) one (1) individual to serve as a Director for so long as the Investor Shareholders, taken together, Beneficially Own shares of Common Stock (including Conversion Shares) issued or issuable pursuant to the Merger Agreement representing at least ten percent (10.0%) of the outstanding Common Stock but less than twenty percent (20.0%) of the outstanding Common Stock.

Nomination Right. From and after the Closing Date, for so long as the Vendors collectively own at least 9.99% of the issued and outstanding shares of the Purchaser the Vendors shall be entitled to nominate one (1) individual to serve as a member of the board of director of the Company.