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. 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 ISC 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. 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. 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. 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. The Board of Directors of the Company shall consist of five directors. Standford and the Careys shall have the right to nominate one and foxx xx xxx members of the Board, respectively. Any vacancy created due to the death, removal or resignation of a director nominated by one Stockholder may only be replaced with a nominee designated by such Stockholder (all the nominees designated pursuant to this Section 3(a) collectively, the "Stockholders' Nominees") in accordance with Nevada law. ----------------------
Right to Nominate Directors. Suqian Juhe is entitled to nominate the candidates of the Company’s directors (“Nominated Directors”) and the Parties hereto shall vote in favor of Suqian Juhe’s proposal for nomination of at least one (1) nominated director. After such candidate becomes the Company’s director, the Parties hereto shall cause the directors to vote at the board of directors in favor of Suqian Juhe’s proposal for nomination of one (1) director as the member of the audit committee. Notwithstanding the foregoing, where the shares jointly held by JD Group and its subsidiaries (for the purpose of this Agreement, the “subsidiary”, with respect to any entity, refers to the subsidiaries with the financial statements that can be consolidated into the financial statements of such entity) are less than 50% of the Company’s shares subscribed by Suqian Juhe by executing the “Share Subscription Agreement”, i.e. 890,678,504 shares, the Parties hereto are no longer obliged to vote in favor of relevant proposals at the general meeting of shareholders as agreed, nor shall they cause the directors to vote in favor of relevant proposals at the board of directors, except that the number of shares held by JD Group and/or its subsidiaries is less than 50% due to the involuntary sale, transfer or abandonment of the Company’s shares they hold as required by laws and regulations.
Right to Nominate Directors. Notwithstanding anything in this Agreement to the contrary, Global Private Equity IV Limited Partnership, a Delaware limited partnership (“GPE IV”), shall have the right to nominate (i) both of the individuals who will serve as the Series C Directors for so long as GPE IV, an Advent Stockholder, owns in the aggregate, at least thirty percent (30%) of the total number of outstanding shares of Series C Preferred Stock or (ii) one of the individuals who will serve as a Series C Director, in the event that GPE IV, an Advent Stockholder, in the aggregate, owns below thirty (30%) but not less than ten percent (10%) of the total number of outstanding shares of Series C Preferred Stock.
Right to Nominate Directors. After completion of the Purchaser's purchase of Class A Common Shares pursuant to Article 3, the Purchaser and RTZA will have the right to nominate for submission to the Company's stockholders at stockholders' meetings or in connection with any consent solicitation for the election of directors, the number of directors (rounded to the nearest whole number) (which nominees may be nominees for Class A Directors or Class B Directors) which is proportionately equal to the aggregate percentage ownership of the Purchaser and RTZA of all outstanding shares of Class A Common Stock and Class B Common Stock; provided, that the percentage that the number of Class B Directors nominated by the Purchaser and RTZA bears to the total number of Class B Directors shall not exceed the
Right to Nominate Directors. Upon the initial issuance of the Onsite Common Stock and Onsite Preferred Stock pursuant to the Stock Subscription Agreement, Capital shall have the right to recommend one director to the nominating committee of the Onsite board of directors. Thereafter, except as provided in this Agreement, Capital shall be entitled to recommend additional directors, calculated as if all of its stockholdings, and the stockholdings of its sister corporation, Westar Energy, Inc., a Kansas corporation ("Energy") had been converted into Onsite Common Stock and were voted cumulatively with all classes of Onsite's voting stock and as if the board of directors were not classified and all director terms were expiring; provided, however, that prior to conversion of Capital's preferred stock into Onsite Common Stock, the number of directors Capital shall be entitled to recommend shall be reduced by one below the number Capital would be entitled to recommend under cumulative voting, and provided further, that, during the term of this Agreement, the number of directors Capital is entitled to recommend in no event shall be reduced below one.
