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 that the Eros Founder Group ceases to beneficially own 50% of its Effective Time Equity, the Eros Founder Group shall have the right to nominate four (4) Directors (each, an “Eros Nominee”), and the number of directorships constituting the full Board shall not exceed nine (9) without the approval of the Eros Founder Group; provided that at all times at least one (1) of the Eros Nominees shall be (or, if not yet serving on the Board as a Director, shall if elected qualify as) an Independent Director. As of the Effective Time, the four Eros Nominees shall initially be the four Eros Designated Directors. Whenever the Board is divided into classes of Directors serving staggered terms, unless the Eros Founder Group otherwise consents in writing, the Eros Nominees shall be allocated among such classes as nearly equal as possible; provided that the allocation of the Eros 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 Eros Nominees.
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.
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”):
Nomination Right. Subject to the terms and conditions of this Agreement:
Nomination Right. Subject to any limitations imposed by the New York Stock Exchange and the conditions set forth in this Section 2, each Founding Stockholder and its Affiliates and Permitted Transferees (as a group) shall have the right to designate persons to be appointed or nominated for election to the Board as follows (each, a “Designee”):
Nomination Right. 2.1 Board nomination right
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.
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. PURCHASE AND SALE AGREEMENT
Nomination Right. (a) During the term of this Agreement, the size of the Board shall be fixed by resolution of the directors at seven directors.
