Nominee Directors. Gazit-Globe shall promptly notify the Bank, in writing, of the identity of each individual it, or any of its affiliates, has, or will, nominate, from time to time, to the Board of Directors of EOI and in respect of whom it, or any of its affiliates, has directed a party (not being an affiliate of Gazit-Globe) to a Voting Agreement or an Approved Voting Agreement, pursuant to such Voting Agreement or Approved Voting Agreement, to vote, or cause to be voted, its and/or its affiliates’ securities in EOI in favor of such nomination at a shareholders’ meeting of EOI (any such individual nominated, as aforesaid, a “Nominated Director”), such notification shall, in addition, identify those individuals, in respect of whom it or any of its affiliates has so directed, as aforesaid, in order to comply with any obligation that Gazit-Globe or any of its affiliates may have under any other Voting Agreement or Approved Voting Agreement (any such individual, a “Third Party Directed Nominated Director”). For so long as any Voting Agreement or Approved Voting Agreement is in force, if at any time the majority of the Board of Directors of EOI is not comprised of Nominated Directors (disregarding, for the avoidance of doubt, any Third Party Directed Nominated Director), then such event shall be deemed to constitute prima facie evidence that a Change in Control pursuant to paragraph (b)(8) of clause 1.1.43 above shall have occurred.
Nominee Directors. The number of Nominee Directors shall initially be three (3), nominated one each by the Wisconsin Counties Association, the League of Wisconsin Municipalities and the Green Tier Legacy Communities (the “Supporting Organizations”). Thereafter, so as to insure that at all times Representative Directors comprise a majority of the Board, at such time as the Commission has at least seven (7) Members, the number of Nominee Directors shall be increased to six (6) and at such time as the Commission has at least ten (10) Members, the number of Nominee Directors shall be increased to nine (9), in each case with the additional directors nominated by the Sponsoring Organizations as provided above. Nominee Directors may but need not be public officials. Each Nominee Director shall serve for an initial term expiring at the first annual Board meeting held after December 31, 2016. The successors to such Nominee Directors shall be selected by majority vote of the entire Board consistent with a nomination process to be established by the Board. Thereafter, Nominee Directors shall serve staggered three (3) year terms expiring at the Annual Board Meeting in every third year or until their respective successors are appointed. Any appointment to fill an unexpired term, however, shall be for the remainder of such unexpired term. The term of office specified herein shall be applicable unless the term of office of a Nominee Director is terminated as hereinafter provided, and provided that the term of any Nominee Director shall not expire until a successor thereto has been appointed as provided herein. The number of Nominee Directors may be increased or decreased by resolution adopted by the Board from time to time, provided, that any decrease in the number of Nominee Directors shall not decrease the term of any current director at the time of such decrease. A Nominee Director may be removed and replaced at any time by a majority vote of the Board.
Nominee Directors. The Debentureholders / Debenture Trustee shall have the right to appoint a nominee on the Board of Directors ("Nominee Director") in accordance with the provisions of the Debenture Trustee Regulations in the event of:
Nominee Directors. (i) The number of Nominee Directors shall initially be three (3), nominated one each by the Wisconsin Counties Association, the League of Wisconsin Municipalities and the Green Tier Legacy Communi- ties (the “Supporting Organizations”). Thereafter, so as to insure that at all times Representative Directors comprise a majority of the Board, at such time as the Commission has at least seven (7) Members, the number of Nom- inee Directors shall be increased to six (6) and at such time as the Commission has at least ten (10) Members, the number of Nominee Directors shall be in- creased to nine (9), in each case with the additional directors nominated by the Sponsoring Organizations as provided above.
Nominee Directors. For greater certainty, nothing in this Article 2 shall in any way restrict or prevent any director, officer, employee, representative or agent of Furukawa who is a director of JDS from discharging his or her fiduciary duties to JDS and its shareholders.
Nominee Directors. 1. The Borrower acknowledges and consents to the right of the Lenders to appoint to the Board and replace from time to time while the Facility is outstanding directors of the Borrower in accordance with the provisions of this Agreement (“Nominee Directors”) /or an observer (the “Observer”) on behalf of all the Lenders, and will take all corporate action to effectuate such right (including, without limitation, amending the Borrower’s articles of association). Such appointment shall be in accordance with the Intercreditor Agreement.
Nominee Directors. (i) IREDA shall have the right to appoint and remove from time to time, Director(s) on the Board of Directors of the Borrower as set out in the Loan Agreement (such director(s) is/are hereinafter referred to as 'Nominee Directors” nominated.
Nominee Directors. (a) Without prejudice to any rights under Clause 13.2 (Remedies upon Event of Default), the Secured Parties shall have a right to appoint 1 (one) nominee director on the board of directors of the Company (hereinafter referred to as the “Nominee Director”) upon occurrence of an Event of Default.
Nominee Directors. The parties acknowledge that some Directors are nominees of one or more of the Shareholders. Accordingly, the parties agree that, without limiting the Directors' duties as officers of any Group Company, those Directors may:
Nominee Directors. Provided that a Director acts in good faith in the best interests of the Company as a whole, a Director appointed by a Shareholder may take into account the interests of that Director’s appointor and may act on the wishes of that appointor in performing any of his or her duties or exercising any power, right or discretion as a Director in relation to the Company.
