Nominee Directors Sample Clauses

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. 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 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: (i) two consecutive defaults in payment of Interest to the Debentureholders; and/or (ii) default in redemption of the Debentures; The Nominee Director so appointed shall hold office until the payment of the Interest due to the Debentureholders or redemption of Debentures (as the case may be). The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Issuer shall take steps to amend its Charter for this purpose, if necessary.

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. 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. 5.1 The Shareholder shall be entitled pursuant to the New Articles, from time to time and for so long as it is a Significant Shareholder and remains a bona fide co-operative society, to appoint and, once appointed, remove (and to the extent such directors are removed or resign, appoint replacements for): (a) so long as the Shareholder directly or indirectly controls 25% or more of the voting rights exercisable at general meetings of the Company, up to two natural persons as Directors; or (b) so long as the Shareholder directly or indirectly controls 20% or more (but less than 25%) of the voting rights exercisable at general meetings of the Company, one natural person as a Director, (each such person a Nominee Director), subject to and in accordance with the provisions of the New Articles. 5.2 The Shareholder hereby indemnifies the Company in full against any and all losses, liabilities, costs, expenses, claims and demands arising out of or in connection with the removal of any Nominee Director pursuant to the New Articles. 5.3 The Shareholder acknowledges that the Nominee Director(s) shall not be able to, and shall procure that they do not, vote at Board meetings on any matter where there is a conflict of interests or potential conflict of interests between any Group Company (on the one hand) and the Shareholder (or any other member of the Co-op Group) (on the other hand), and for the purposes of this clause, any issue as to the enforcement of this Agreement shall, without limitation, constitute a conflict of interest. 5.4 Where a Nominee Director receives information in a capacity other than as a Director of the Company which imposes on him a duty of confidentiality, such Nominee Director shall not be obliged to disclose that information to the Board or the Company.

Nominee Directors. (i) Prior to Call Option Completion, the Option Holders collectively shall be entitled to appoint and remove at least Twenty per cent (20%) in number of the directors ("Nominee Director's") comprising the board of directors of MGM Grand Australia or the board of directors or governing body of each and every Subsidiary of MGM Grand Australia ("Relevant Boards") and to remove and replace such appointee(s), and where that percentage will result in a fraction, rounded up to the next whole number. For the avoidance of doubt the Option Holders collectively shall be entitled to appoint at least one director on each board and to remove and replace such appointee. Where there is more than one Option Holder, from time to time, the right to appoint and remove directors shall be exercised by the Nominated Option Holder in writing. (i) As and from Call Option Completion the Option Holders shall have the right, so long as any of them hold MGMGA Shares, to appoint and remove directors on each and every Relevant Board. The number of directors that may be appointed and removed shall be determined by reference to the aggregate percentage of MGMGA Shares held by the Option Holders in accordance with the formula contained in Clause 6.4(b)(ii). Where there is more than one Option Holder, from time to time, the right to appoint and remove directors shall be exercised in writing by the Nominated Option Holder. (ii) Subject to Clause 6.4(b)(iii) the minimum number of Nominee Directors that may be appointed and removed by the Option Holders, from time to time, shall be determined by applying the percentage in the right hand column shown opposite the relevant aggregate holding of the Option Holders in the left hand column, to the total number of directors of the Relevant Board. AGGREGATE PERCENTAGE OF MINIMUM PERCENTAGE OF MGMGA SHARES HELD BY DIRECTORS OF RELEVANT OPTION HOLDERS BOARD TO BE APPOINTED OR REMOVED 20%-22.5% 20% less than 20% Nil Where the calculation results in a fraction, then it shall be rounded up to the next whole number. For the avoidance of doubt the Option Holders shall be entitled to appoint and remove at least one director and remove such director so long as they collectively own at least Twenty per cent 20% of the issued MGMGA Shares. (iii) If the Option Holders cease collectively to hold a minimum of Twenty per cent (20%) of the issued MGMGA Shares other than by reason of transfer by any of the Option Holders of any of their MGMGA Shares then for the purpo...

Nominee Directors. Prior to the closing Ms. Su shall provide Affiliate with the name or names of Directors to be appointed to the Board of Directors of CIHS.

Nominee Directors. The following applies to the ABN Representative and the SPV Representative(s) (or as otherwise specified): (a) ABN may appoint one Director and the SPV may appoint up to two Directors from time to time;

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: (a) report all matters concerning the Company and any deliberations of the Board to the Shareholders who nominated their appointment; and (b) take advice and obtain instructions from the Shareholders who appointed them to the Board, provided that the persons to whom the information is disclosed are under confidentiality obligations in respect of such information which are no less onerous than those set out in this agreement.