Nomination Rights. Section 2.1 Board of Directors 5 Section 2.2 Board Nomination Rights 5 Section 2.3 Board Committees 6 Section 2.4 Board Nomination Procedure 6 Section 2.5 Reserved 7 Section 2.6 Resignation, Death, Incapacity or Disqualification of Director 7 Section 2.7 Director Compensation 8 Section 2.8 Chair of the Board 8 Section 2.9 Lead Director 8 Section 2.10 Permitted Disclosure 8
Nomination Rights. To the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the Company agrees that, unless otherwise agreed to by the SLP Stockholders, the SLP Stockholders shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the aggregate number of nominees of the SLP Stockholders serving on the Board will equal the product of the following (such individuals, the “SLP Director Nominees”): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon; provided, however, that in the event the MD Stockholders and the SLP Stockholders in the aggregate beneficially own more than 70% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company, then the SLP Stockholders shall have the right to nominate such number of SLP Director Nominees equal to the product of (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon excluding any director serving on the audit committee of the Board; provided, further, that the SLP Stockholders may at any time and from time to time waive the foregoing proviso in whole, but not in part. Any product obtained pursuant to the calculations in the immediately foregoing sentence shall be rounded up to the nearest whole number of directors. Notwithstanding the foregoing, the SLP Stockholders (for so long as the SLP Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board. The Board at the Closing shall consist of Xxxxxxx X. Dell, Xxxxx X. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx (the “Initial Directors”). Mr. Durban is the “SLP Director Nominee,” and none of the other Initial Directors is a SLP Director Nominee.
Nomination Rights. Section 2.1 Board of Directors. 10 Section 2.2 Board Nomination Rights. 10 Section 2.3 Board Committees. 12 Section 2.4 Nomination Procedures. 12 Section 2.5 Replacement Appointment. 13 Section 2.6 Director Compensation. 14 Section 2.7 Director Insurance and Indemnification. 14 Section 2.8 Permitted Disclosure. 14
Nomination Rights. (a) Subject to Section 3.1(b) below, the Board (or a duly authorized committee thereof) shall continue to include JSE or, subject to Section 3.1(c) below, his designee as a nominee in its slate of directors for election by the REIT’s stockholders at each of the ten (10) succeeding annual meetings following the Closing (or at each special meeting of the REIT’s stockholders called for the purpose of electing directors of the REIT during such time period), and at any adjournment or postponement thereof. The REIT agrees to use its reasonably best efforts to solicit the vote of stockholders of the REIT to elect JSE or, subject to Section 3.1(c) below, his designee to the Board (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the REIT to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the REIT vote in favor of nominating JSE or, subject to Section 3.1(c) below, his designee to the Board).
Nomination Rights. (a) For so long as RedBird and its affiliates “Beneficially Own” (as defined by Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended) at least 5.0% or more of the outstanding shares of common stock of the Company in the aggregate, RedBird shall have the right, but not the obligation, to nominate one director (the “RedBird Nominee”) to serve on the board of directors of the Company (the “Board”); provided that this nomination right shall terminate upon the earlier to occur of the annual general meeting of stockholders of the Company held in 2026 (the “2026 AGM”) and the termination of this Agreement on its terms. For the avoidance of doubt, RxxXxxx shall have no right under this Agreement to nominate a director for election by the stockholders of the Company at the 2026 AGM and the Company shall have no obligation under this Agreement to include a director nominated by RedBird in the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors at the 2026 AGM
Nomination Rights. (a) Subject to the nomination of the persons who will serve as the initial Board on the Effective Date pursuant to the Merger Agreement and Section 2.1(d) hereof, each of (i) Bain, (ii) Barclays, (iii) GTAM and (iv) Marathon and Archview, with Marathon and Archview acting together solely for purposes of exercising Nomination Rights and related rights pursuant to this ARTICLE II but all of such Shareholders otherwise acting separately, shall have the right (each, a “Nomination Right”) to nominate one director to the Board (a “Shareholder Nominee”) until the occurrence of a Nomination Right Termination Event with respect to such Shareholder’s Nomination Right. If a Nomination Right Termination Event has occurred at a time when a Shareholder Nominee nominated pursuant to the Nomination Right is serving on the Board, the affected Shareholder shall cause such Shareholder Nominee to offer his or her resignation to the Board at least 60 days prior to the expected date of the Company’s next meeting of shareholders called for the purpose of electing directors, which resignation may be effective as of the date of the shareholder meeting. Notwithstanding the foregoing, the Board (or a committee thereof) may, in its sole discretion, recommend for nomination any Shareholder Nominee that has tendered his or her resignation in accordance with this Section 2.1(a).
Nomination Rights. (a) The Company, through the Board, shall take all necessary action to appoint, or nominate and recommend for election, as applicable, an individual designated in writing by the Investor (the “CPPIB Board Nominee”) to the Board such that the CPPIB Board Nominee is appointed or elected to the Board effective as of the first Board meeting following the Closing Date, subject to the satisfaction of the provisions of Section 2(d) by such CPPIB Board Nominee by such time (the CPPIB Board Nominee upon appointment or election, the “CPPIB Board Representative”).
Nomination Rights. 4A.1 The Funder has the right to nominate one (1) person to the board of directors of the Recipient for appointment as a[n] [non-]executive director of the Recipient during the Grant Period.
Nomination Rights. In connection with each stockholders' meeting of the IPO Entity at which Directors will be elected to the IPO Entity's board of directors, (i) for so long as TRA remains the external manager of the IPO Entity, TRA shall have the right to nominate two individuals to serve as Directors of the IPO Entity (which nominees need not be Independent Directors) and (ii) for so long as the Parent holds at least 10% of the outstanding Common Shares of the IPO Entity, the Parent shall have the right to nominate one individual to serve as a Director of the IPO Entity (who need not be an Independent Director).
Nomination Rights. In the event of the death or permanent mental disability of an Original Stockholder, the holders of shares of Voting Stock which were owned by such Original Stockholder on the date of the Original Agreement shall make such nomination(s) for the position of director of the Company as would otherwise have been made by such Original Stockholder under the terms of the Original Agreement. If such holders cannot agree on the person(s) to be nominated, then the nominee(s) shall be the person(s) elected by the majority vote of such holders at a meeting convened upon ten (10) days written notice by any such holder. All such holders shall vote for the person(s) so nominated. In any such election by such holders for purposes of nominating person(s) to be director, each such holder shall have one vote in respect of each of his shares of Voting Stock and shall be entitled to cast his votes for or against each candidate in such election to determine nominees.
