Right to Appoint Director Sample Clauses

Right to Appoint Director. If during the period set forth in Section 6 Buyer acquires at any time or from time to time equity securities (or securities convertible into or exercisable or exchangeable for equity securities) of the Company for an aggregate purchase price of $100 million or more, then the Company shall use its best efforts to cause a designee of Buyer to be elected as a director of the Company and shall use its best efforts to cause its officers and directors to enter into an agreement promptly after the date hereof agreeing to vote for Buyer's designee as a director.
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Right to Appoint Director. For so long as the Investor remains a holder of the Note with an outstanding principal amount of at least eight million U.S. dollars (US$8,000,000), the Investor shall be entitled to (i) nominate one (1) Director (the “Investor Director”) to the Board, and (ii) remove the Investor Director and to fill any vacancy caused by the resignation, death or renewal of the Investor Director, and the Investor Director shall not be removed or replaced without prior written consent of the Investor.
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Right to Appoint Director. The Corporation hereby grants Bregman, along with Bernard Friedland ("Friedland"), the combined rigxx xxx a period of txx xxxxx xxxx xxx daxx xxxxxx to appoint one additional member to the Board of Directors of AVR (the "Bregman/Friedland Designee"), so long as both Bregman and Friedland oxx Xxxxex xx XXX. The identity of the Bregman/Xxxxxxxnd Dexxxxxx xxall be reasonably acceptable to the Corpxxxxxxx. Xxx Xxxxman/Friedland Designee, if appointed, shall serve on AVR's Board xx Xxxxcxxxx xxxxl his successor shall be duly elected and shall qualify. Bregman acknowledges that notwithstanding the foregoing or any contraxx xxxxision contained in AVR's charter or by-laws or set forth in the Delaware General Corporation Law, the Bregman/Friedland Designee may be removed as a member of the Board of Xxxxxxoxx xx XXX, with or without cause, by the affirmative vote of the members of AVR's then Board of Directors at any time following the date which is the earlier to occur of: (i) two years from the date hereof or (ii) the complete divestiture of both Bregman's and Friedland's ownership in AVR. The Bregman/Friedland Desxxxxx xxxll be xxx xxxx xerson referenced as the Xxxxxxn/Xxxxxxxxd Designee in that certain Agreement of even date herxxxxx xoxxxxxxxxxy being entered into between the Corporation and Bernard Friedland.
Sample 1
Right to Appoint Director. Alta may, at any time and upon a request in writing delivered to Occam and each member of the Board, request that the Board appoint an Alta Designee to the Board. In the event of the delivery of such a written request, Occam agrees to take all commercially reasonable actions within its authority (i) to cause the Alta Designee to be appointed to the Board; (ii) thereafter to cause the nomination of the Alta Designee in connection with any subsequent Stockholder Solicitation relating to the election of directors; (iii) to recommend in connection with any subsequent Stockholder Solicitation relating to the election of directors that stockholders of Occam vote for the election of the Alta Designee; and (iv) otherwise to maintain the status of the Alta Designee as a member of the Board.
Sample 1
Right to Appoint Director. Ciba shall have the right, exercisable by it at its option, to nominate one (1) person for election to the Company's board of directors; provided that such person shall be reasonably acceptable to the Company (the "Ciba Nominee"). Ciba may replace the Ciba Nominee at any time and from time to time in its discretion, provided that each replacement is reasonably acceptable to the Company.
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Right to Appoint Director. Commencing on the date of Closing and ending on the earlier to occur of the three year anniversary of the Closing and the date that the Purchaser beneficially owns less than 5% of the issued and outstanding shares of the Company’s Common Stock, Purchaser shall have the right to appoint one member to the Board of Directors. The individual so appointed shall be subject to the reasonable approval of the Board of Directors in the exercise of its fiduciary duties.
Sample 1
Right to Appoint Director. From the First Closing Date, the board of directors of the Target Company shall consist of three (3) directors, one (1) nominated by the Investor and two (2) nominated by the Actual Controller. From the Second Closing Date, the board of directors of the Cayman Co 2 and the HK Co each shall consist of two (2) directors, one (1) appointed by the Investor and one (1) appointed by the Actual Controller; and the WFOE shall have four (4) directors, two (2) appointed by the Investor and two (2) appointed by the Cayman Co 1.
Sample 1
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Right to Appoint Director. With effect from completion of the Tranohe Three Settlement of the Tranche Three C Shares (or completion of the transfer of the Tranche Three C Shares to the Purchaser under clause 6.2), whichever Is applicable, the Vendor's entitlement to appoint a director to the board of the Company under the Shareholders1 Agreement shall end, provided that the Guarantor hereby agrees to remain as a director of the Company beyond such date If requested by the Purchaser.
Sample 1
Right to Appoint Director. For so long as Guangdong Mobile is interested in 20% of the issued share capital of SPD Bank, the board of directors of SPD Bank shall comprise at least two non-independent directors and at least one independent director nominated by Guangdong Mobile. Subject to the permission of the competent government or regulatory authorities, Guangdong Mobile shall be entitled to recommend an additional independent director to the board of directors of SPD Bank. Subject to the approval of the board of directors of SPD Bank, the Strategic Committee, the Audit Committee and the Nomination Committee of the board of directors of SPD Bank shall comprise at least one non-independent director nominated by Guangdong Mobile provided that such non-independent director shall possess the professional expertise required for the performance of the duties as a member of the board of directors and the relevant board committees as well as satisfy the requirements under applicable laws. Guangdong Mobile and its affiliates (including China Mobile Limited) will not participate in the day-to-day management and operation of SPD Bank. MAINTAINING 20% STAKE In the event that SPD Bank shall issue any new securities at any time after Completion, Guangdong Mobile shall be entitled to subscribe for such number of new securities of SPD Bank on the same terms so as to maintain its 20% shareholding in SPD Bank. When formulating or deciding on any financing plan or proposal after Completion, SPD Bank shall take into account the right of Guangdong Mobile under the Share Subscription Agreement to maintain its shareholding percentage. Guangdong Mobile would not seek to increase its shareholding in SPD Bank to over 20% unless permissible under applicable laws and with the consent of SPD Bank. The Share Subscription Agreement also contains customary representations, warranties and covenants for a transaction of this type.
Sample 1

Related to Right to Appoint Director

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

  • Failure to Appoint Successor Custodian If a successor custodian is not designated by the Trust on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a “bank” as defined in the 1940 Act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all Securities, cash and other property held by Custodian under this Agreement and to transfer to an account of or for the Fund at such bank or trust company all Securities of the Fund held in a Book-Entry System or Securities Depository. Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement. In addition, under these circumstances, all books, records and other data of the Trust shall be returned to the Trust.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Appointment of Director 18 Section 7.10

  • Director A member of the Board of Directors of the Company.

  • Board Appointments (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that will become effective no later than upon the conclusion of the 2020 Annual Meeting.

  • Pledgee Appointed Attorney-in-Fact (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

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