Nominee Director. 10.1. The Borrower agrees that the Bank shall have the right to appoint 1 (one) director on the Board of the Borrower (“Nominee Director”) or an observer (“the Observer”):
(a) the Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank;
(b) the Nominee Director or the Observer shall not be required to hold qualification shares nor be liable to retire by rotation;
(c) if, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board or any of its committees, of which he is a member, the Bank may depute another board observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank in this connection shall be borne by the Borrower;
(d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members;
(e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same;
(f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower;
(g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appoin...
Nominee Director. The Company shall procure that one nominee designated by the Investor shall be appointed as a director of the Company (the “Nominee Director”). At Completion, the Company shall cause the Nominee Director to be appointed to fill the one (1) directorship reserved for the Nominee Director on the Board and the committees thereof. Concurrently with the appointment of the Nominee Director, such Nominee Director shall provide to the Company an appropriately responsive customary “D&O questionnaire” duly executed. If the Nominee Director no longer remains the Nominee Director for any reason, the Company shall cause the new Nominee Director selected by the Investor to be appointed to the Board. It is understood that the appointment of the Nominee Director as a director of the Board shall be subject to legal and governance requirements regarding service as a director of the Company.
Nominee Director. Debenture trustee will have the right to appoint a nominee director on the Board of the body corporate in the event of:
a) two consecutive defaults in payment of interest to the debenture holders; or
b) default in creation of security for debentures; or
c) default in redemption of debentures; The Nominee Director so appointed pursuant to above shall not liable to retire by rotation nor shall be required to hold any qualification share. The Company shall take steps to amend its Articles of Association, if necessary. The aforesaid power shall be exercised subject to Clause 21 of the Articles of Association of the Company wherein appointment of the Board of Directors can only be done by the President of India.
Nominee Director. The Debenture Trustee shall have a right to appoint a nominee Director on the Board of Directors of the Company (hereinafter referred to as “the Nominee Director”) in accordance with the provisions of the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 in the event of:
(a) 2 (Two) consecutive defaults in payment of interest to the Debenture holders; or
(b) default in creation of the Security for the Debentures; or
(c) any default on the part of the Company in redemption of the Debentures. The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Company shall take steps to amend its articles of association for the purpose if necessary.
Nominee Director. (a) The right of nomination conferred on a Party hereunder shall include the right to require the other Party to procure that the Board and ESTEL shall rexxxx at any time and from time to time from office such person nominated by that Party as a Director and the right of that Party at any time and from time to time to determine the period during which such person shall hold the office of Director.
(b) Whenever a person ceases to be a Director or any vacancy shall occur in his office for any reason whatsoever, the Party who had nominated him shall be entitled to nominate forthwith another person for appointment as Director in the vacancy so caused. The Parties shall procure the appointment of such nominee as a Director.
Nominee Director. The Company shall procure that one nominee designated by the Investor shall be appointed as a non-executive director of the Company (the “Nominee Director”). At Completion, the Company shall cause Jxxxxx X. Wolhardt (or another designee of the Investor) (the "Nominee Director Designee") to be appointed to fill the one (1) directorship reserved for the Nominee Director on the Board and the committees thereof. Concurrently with the appointment of the Nominee Director Designee, the Company, the Investor and the Nominee Director Designee shall enter into the Indemnification Agreement for the benefit of the Nominee Director Designee as contemplated in Section 3.1(j) and such Nominee Director shall provide to the Company an appropriately responsive customary “D&O questionnaire” duly executed. If the Nominee Director Designee no longer remains the Nominee Director for any reason, the Company shall cause the new Nominee Director selected by the Investor to be appointed to the Board. The Company shall enter into an Indemnification Agreement with such new Nominee Director as selected by the Investor. It is understood that the appointment of the Nominee Director as a director of the Board shall be subject to legal and governance requirements regarding service as a director of the Company.
Nominee Director. 12.1 The Debenture Trustee shall have a right to appoint a Nominee Director on the Board in accordance with the provisions of the SEBI Debenture Trustee Regulations in the event of:
(i) 2 (two) consecutive defaults in payment of Interest to the Debenture Holders; or
(ii) default in creation of the Security for the Debentures, in terms of this Deed; or
(iii) any default on the part of the Issuer in redemption of the Debentures.
12.2 The Issuer shall take steps to amend its Memorandum and Articles for the purpose if necessary.
12.3 The Nominee Director shall not be liable to retire by rotation nor required to hold any qualification shares. The Issuer shall appoint the Nominee Director forthwith on receiving a nomination notice from the Debenture Trustee and not later than 1 (one) month from the date of receipt of nomination from the Debenture Trustee.
Nominee Director. Subject to Applicable Law, the Debenture Trustee shall have a right to appoint a nominee Director on the Board of Directors of the Company (hereinafter referred to as “the Nominee Director”) in accordance with the provisions of the SEBI (Debenture Trustee) Regulations, 1993 and under the relevant rules issued under the 2013 Act in the event of:
(i) any default in creation of Security for Debentures; or
(ii) any default on the part of the Company in redemption of the Debentures on the Due Dates. The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Company shall take steps to amend its articles of association for the purpose if necessary
Nominee Director. (a) The Debenture Trustee shall have a right to appoint a nominee director, in accordance with the Debenture Trustees Regulations, on the board of directors of the Company (hereinafter referred to as the "Nominee Director") upon the occurrence of any of the following:
(i) 2 (two) consecutive defaults in the payment of interest to the Debenture Holders; or
(ii) (to the extent applicable) any default in creation of security for the Debentures; or
(iii) any default on the part of the Company in redemption of the Debentures.
(b) The Nominee Director shall not be liable to retire by rotation nor required to hold any qualification shares.
(c) The Company shall appoint the Nominee Director forthwith on receiving a nomination notice from the Debenture Trustee, and in any event within the timelines prescribed under Applicable Law.
(d) If so required, to give effect to this Clause 4.8 (Nominee Director), the Company shall take all steps necessary to amend its articles of association within the timelines prescribed under the Debt Listing Regulations and Applicable Law.
Nominee Director. The Securityholders shall provide the name of one nominee director of the Buyer on behalf of the Securityholders acceptable to the Buyer and the Buyer shall use its best efforts to nominate such nominee director to stand for election as a director of the Buyer at the special meeting of the Shareholders of the Buyer to be held prior to the Closing Date; provided that the nomination of such director shall be conditional upon receipt of the requisite shareholder approval necessary for the Contemplated Transactions and the election of such director shall be subject to the Closing of the Contemplated Transactions.
