Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.
Right to Nominate Directors. 6.1.1 After the date hereof, the Company and the Shareholder Parties shall take all necessary and desirable actions within their control to cause the nominating committee of the Board (the “Nominating Committee”) to nominate and recommend to the Board, including self-nominations, the following individuals for election to the Board as directors (each, a “Director”):
Right to Nominate Directors. (a) After the date hereof and until the Termination Date (as defined in Section 3 herein), the Parent and the Stockholders shall take all necessary and desirable actions within their control to cause the nominating and corporate governance committee of the Board (the “Nominating Committee”) to nominate and recommend to the Board, including self-nominations, the following individuals for election to the Board as directors (each, a “Director”): Bxxx Xxxx, Hxxxxxx Xxxxx, Dxxxx Xxxxxx, M.D., Axxx X. Xxxxxx, PhD (Hon) (as Non-Executive Chairman of the Board), Txxxxx X. XxXxxxxxx, Txxxxxx Xxxxxxxx, Mxxxxxx Xxxxx and Sxxxxxx X. Xxxx, Xx.
Right to Nominate Directors. The Investor Parties, I-Pulse and the Corporation agree to take all such actions and do all such things as may be necessary to fix and to maintain at all times the number of directors of the Board at seven (7) directors.
Right to Nominate Directors. Any director nominated by Glencore under the Amended and Restated Corporate Governance Agreement shall be a "Glencore Nominee" for the purposes of this Agreement.
Right to Nominate Directors. For so long as DMSL’s Right continues to be in effect:
Right to Nominate Directors. The Board of Directors of the Corporation shall consist of five directors. Each of the Shareholders shall have the right to nominate two of the members of the Board and the fifth nominee shall be mutually designated by the both of the Shareholders. If the Shareholders for any reason cannot agree on the candidacy of such fifth nominee, then Stanford shall have the right to designate a nominee of its choice. Any vacancy created due to the death, removal or resignation of a director nominated by one Shareholder may only be replaced with a nominee designated by such Shareholder (all the nominees designated pursuant to this Section 3.1 collectively, the "Shareholders' Nominees") in accordance with Nevada law.
Right to Nominate Directors. (a) Following the Closing Date, the Stockholder Parties shall, as promptly as practicable, take all necessary and desirable actions within its control, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to cause the nominating committee of the Board (the “Nominating Committee”) to nominate and recommend to the Board, the following individuals for election to the Board:
Right to Nominate Directors. Subject to the Act, the Board shall initially be comprised of three Directors, who shall be individuals nominated by Talisker (for so long as Talisker holds Shares representing at least 49% of the votes attached to the issued and outstanding Shares), who initially shall be Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxx. If any vacancy occurs on the Board, such vacancy shall be filled by an individual nominated by the Shareholder who nominated the vacating Director. A Director may be replaced at any time by the Shareholder who nominated such Director. The Shareholders shall vote their Shares, otherwise exercise their influence in respect of the Corporation and take all other action that may be required to ensure that the Board shall at all times be constituted with the persons nominated from time to time by the Shareholders in accordance with this Agreement.
Right to Nominate Directors. Notwithstanding anything in this Agreement to the contrary, the Advent Holders shall have the right to designate three (3) individuals who will serve as the Advent Designees for so long as the Advent Holders own, in the aggregate, at least ten percent (10%) of the total number of outstanding shares of Series A Preferred Stock.
