Right to Designate Board Member Sample Clauses

Right to Designate Board Member. As long as the Investor (together with its affiliates) beneficially owns at least 4% of the total capital stock (including common shares and non-voting shares) of the Company or any of its affiliates, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of San Francisco in such reserve bank’s regulatory capacity), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), the Company shall use its reasonable best efforts to cause one person nominated by the Investor to be elected to serve on the Board of Directors of the Company, and any direct or indirect subsidiary thereof, including the Bank (collectively, the “Board”), which efforts shall include, without limitation, soliciting proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. Any director nominated by the Investor pursuant to this paragraph 1 shall be entitled to indemnification rights in his or her capacity as a member of the Board pursuant to an indemnification agreement in such form as shall be agreed to between the Company and the Investor. The Investor’s Board representative shall receive compensation from the Company equal in form and value to compensation paid to other Board members (such compensation to be paid as directed by the Investor). To facilitate the in-person attendance of the Investor’s Board representative (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below), the Company shall reimburse the Investor for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company; provided, however, that the Company shall not be obligated to reimburse expenses in excess of $20,000 in any calendar year.
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Right to Designate Board Member. The Company shall use ------------------------------- commercially reasonable efforts to cause one (1) individual designated by Medtronic and reasonably acceptable to the Company to be nominated to the Company's Board of Directors, subject to the terms and conditions set forth in this Section 2.10. If Medtronic intends to designate a nominee, it shall deliver notice of the name of its proposed nominee to the Company prior to the date specified in connection with the previous year's annual meeting of the stockholders for stockholder proposals to be included in the Company's proxy statement (the first such date after the Closing being December 18, 2001). In the event no designee is given by Medtronic within the time period specified above, then the Medtronic designee for purposes of this Section 2.10 shall be the director on the Company's Board of Directors at that time representing Medtronic; provided, however, that if no designee is ----------------- given by Medtronic within the time period specified above and there is no representative on the Company's Board of Directors representing Medtronic, then the Company shall have no obligations under this Section 2.10. Any representative of Medtronic that is nominated to the Company's Board of Directors pursuant to this Section 2.10 shall agree to waive all compensation, including non-statutory stock options, which would otherwise be automatically granted to non-employee members of the Company's Board of Directors. In the event that the individual designated by Medtronic and elected to the Company's Board of Directors pursuant to this Section 2.10(a) resigns from the Company's Board of Directors and Medtronic designates another nominee to the Company's Board of Directors that is reasonably acceptable to the Company within fifteen (15) days of such resignation, then the Company shall use commercially reasonable efforts to cause such vacancy to be filled with the individual designated by Medtronic. All rights and obligations provided for in this Section 2.10(a) shall be subject to applicable securities laws, the right of the stockholders to elect the directors of the Company and the fiduciary obligations of the members of the Board of Directors of the Company.
Sample 1
Right to Designate Board Member. If requested by the Investor, and, if so, for as long as the Investor and its Affiliates (as defined in the Subscription Agreement) beneficially own in the aggregate at least 50.0% of the Company’s common stock the Investor acquired pursuant to the Subscription Agreement, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of New York in such reserve bank’s regulatory capacity), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the New York State Department of Financial Services, and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), as well as the approval of the Board of Directors of the Company (the “Board”) and the Board of Directors of the Bank (the “Bank Board”), as applicable, which approvals shall not be unreasonably withheld, conditioned or delayed, the Investor shall be entitled to only appoint either Xxxxx Xxxxxxxxx or Xxx Xxxxx as the Investor’s nominee to be elected to serve on the Board and the Bank Board. The Company agrees to cause the Investor’s nominee to be nominated to serve as a director on the Board and the Bank Board, and to take all other necessary actions (including calling a special meeting of the Board, Bank Board and/or shareholders of the Company and/or the Bank, as applicable) to ensure that the composition of the Board and Bank Board is as set forth in this paragraph 1. Without limiting the generality of the foregoing, the Company shall solicit proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board or Bank Board caused by the death, disability, retirement, resignation or removal of the Investor’s nominee, then the Investor shall have the exclusive right to designate another individual to fill such vacancy and serve as a director of the Board and Bank Board, provided, however, that such individual is either Xxxxx Xxxxxxxxx or Xxxxxx Xxxxx. The Board and Bank Board will use its reasonable best efforts to take all action required to fill the vacancy(ies) resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating Committee’s nominee to serve on...
Sample 1
Right to Designate Board Member. (a) So long as Medtronic owns at least five percent (5%) of the issued and outstanding shares of Capital Stock of the Company (subject to adjustment for any stock splits, stock dividends or other recapitalization of the Capital Stock), the Company shall permit Medtronic to designate one representative to be a non-voting, observer of the Company's Board of Directors (the "Board"). Such designee may be removed or replaced at any time by Medtronic as deemed reasonably necessary or appropriate by Medtronic. Medtronic's designee shall receive all notices, documents, and other information at the same time and in the same manner as such information is supplied to members of the Board. The Company shall make reasonable efforts to permit Medtronic's designee to participate or observe Board meetings by telephone if such designee is unable to attend in person.
Sample 1

Related to Right to Designate Board Member

  • Failure to Designate a Board Member In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • Joint Research Committee The Parties hereby establish a committee to facilitate the Research Program as follows:

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Research Committee 2.2.1 Establishment and Functions of the RC. -------------------------------------

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