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).
(b) Any Shareholder with a Nomination Right that acquires Shares such that after such acquisition such Shareholder has an Ownership Percentage of at least 18.4% shall automatically receive a second Nomination Right until such time as a Nomination Right Termination Event occurs with respect to such second Nomination Right; provided that no Shareholder shall have or exercise more than two Nomination Rights, regardless of its Ownership Percentage.
(c) The Company agrees, to the fullest extent permitted by applicable law, to and to use its reasonable best efforts to cause the directors to: (i) include in the slate of nominees recommended by the Board or any committee thereof for election at any meeting of shareholders called for the purpose of electing directors the Shareholder Nominees and to nominate and recommend the Shareholder Nominees to be elected as directors as provided herein and (ii) include the Shareholder Nominees in the information circular prepared by the Company in connection with the Company’s solicitation of proxies or consents in favor of director nominees for every meeting of the shareholders of ...
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. Section 2.1 Board of Directors 9 Section 2.2 Board Nomination Rights 9 Section 2.3 Board Committees 10 Section 2.4 Nomination Procedures 11 Section 2.5 Replacement Appointment 12 Section 2.6 Director Compensation. 12 Section 2.7 Director Insurance and Indemnification. 12 Section 2.8 Permitted Disclosure. 13
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).
(b) This nomination right shall automatically terminate in the event that JSE sells, pledges, donates, gifts or otherwise transfers more than thirty-five percent (35%) in the aggregate of the OP Units (and any shares of the common stock of the REIT (“Common Stock”) he receives in exchange therefor) that he beneficially owns as of the Closing (other than to Affiliates; provided, however, that beneficial ownership of the OP Units continues to be held by JSE, his family or estate-planning entities controlled by JSE).
(c) Any designee of JSE entitled to be nominated for election to the Board as provided in this Section 3.1 shall be subject to approval by the Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed.
Nomination Rights. The following provisions shall apply during the Special Voting Period and in each case to the extent permitted by applicable law and by applicable rules and listing standards of the principal securities exchange or market on which the Common Stock is listed or approved for trading: Prior to each annual meeting of stockholders of the Company during the Special Voting Period, the Wachovia Stockholders and, if they fail to do so, the Group B Subcommittee will, subject to the procedures and qualification requirements set forth in this Agreement, have the right to designate nominees for directors to be elected by the stockholders at such annual meeting as follows:
Nomination Rights. Subject to compliance by the Investor Nominees with Section 1(b) above, the Company agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Delaware law), to include in the slate of nominees recommended by the Board (or the Nominating and Corporate Governance Committee of the Board) for election at the Company’s 2017 annual meeting of stockholders (including any adjournment thereof, the “2017 Annual Meeting”), the Investor Nominees, and to nominate, recommend and use its reasonable best efforts to solicit the vote of stockholders of the Company to elect to the Board such slate of directors (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 Company to solicit the vote of its stockholders in connection with any such meeting and the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Investor Nominee(s)).
Nomination Rights. The Series A Purchasers shall have the right to nominate candidates for any management position of the Company senior than Vice President.
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.
4A.2 The board of directors of the Recipient shall agree to appoint the nominee of the Funder subject to there being no reasonable or lawful objections to the appointment. In the event that the board of directors does object to the appointment of such a nominee then it will provide the Funder with written details of the reasons behind that objection, within one (1) working day of that decision being made, and in the event that:
4A.2.1 the Funder disagrees with the reasons provided by the board of directors for the objection then the parties shall attempt to resolve that dispute by referring the matter to the Chief Executive Officer of each party; or
4A.2.2 the Funder agrees with the reasons provided by the board of directors then the Funder shall nominate a further nominee to the board of directors pursuant to clause 4A.2.1 above; and
4A.2.3 the provision of this clause 4A.2 shall apply to any nomination by the Funder and this process shall be repeated until such time as the Funder’s nominee is accepted by the Recipient’s board of directors.
4A.3 The nominee of the Funder will not be entitled to any remuneration from the Recipient and will resign his or her directorship at the end of the Grant Period.
Nomination Rights. Subject to this Section 9(a), Section 9(b) and Section 10(b)(vi), each party shall take all action within its respective power, including the voting of its shares of Capital Stock or execution of consents, required to set the number of Directors on the Corporation’s Board at nine (9) and to cause the election of the following natural persons to the Board as Directors of the Corporation (the “Directors”) who have been nominated by this Section 9(a):
(i) As of the date of this Agreement, RCF shall be entitled to nominate two (2) Directors, and Pegasus and Traxys shall be entitled to nominate one (1) Director each.
(ii) For as long as RCF (together with its Specified Transferees) maintains an Applicable Ownership Percentage of at least twenty percent (20%), it shall have the right to nominate two (2) Directors (each, an “RCF Director”). If the Applicable Ownership Percentage of RCF (together with its Specified Transferees) is less than twenty percent (20%) but at least ten percent (10%), RCF shall have the right to nominate one (1) RCF Director and the number of directors shall be decreased by one (1) if an Independent Director has not been appointed in his or her place. If the Applicable Ownership Percentage of RCF (together with its Specified Transferees) falls below twenty percent (20%) but is at least ten percent (10%), one of such two (2) Directors will be deemed immediately to have been removed from the Board; provided, that RCF shall designate which Director is so removed. If the Applicable Ownership Percentage of RCF (together with its Specified Transferees) falls below ten percent (10%), the then remaining RCF Director shall be deemed immediately to have been removed from the Board and the number of directors shall be decreased by one (1).
(iii) For as long as Pegasus (together with its Specified Transferees) maintains an Applicable Ownership Percentage of at least ten percent (10%), it shall have the right to nominate one (1) Director. If the Applicable Ownership Percentage of Pegasus (together with its Specified Transferees) falls below ten percent (10%), the Director nominated by Pegasus shall be deemed immediately to have been removed from the Board and the number of directors shall be decreased by one (1).
(iv) For as long as Traxys and MP (together with their Specified Transferees) maintain an aggregate Applicable Ownership Percentage of at least five percent (5%), Traxys shall have the right to nominate one (1)
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).
