SHAREHOLDER APPOINTMENTS Sample Clauses
The SHAREHOLDER APPOINTMENTS clause defines the process by which shareholders have the right to appoint individuals to certain positions within a company, typically to the board of directors or other key management roles. This clause usually outlines the number of appointments each shareholder is entitled to based on their shareholding percentage, and may specify procedures for nominating, removing, or replacing appointees. Its core practical function is to ensure that shareholders, especially significant or majority ones, have a direct influence on the company's governance and oversight, thereby aligning management with shareholder interests and providing a mechanism for representation in decision-making.
SHAREHOLDER APPOINTMENTS. 6.1 Subject to clause 7.1 (Executive Management), the First GSK Shareholder shall be entitled, by notice in writing to the Company and to the Novartis Shareholders, to nominate up to seven Directors and to direct the Company to remove any such nominee from office as a Director (with such notice, if any, as the First GSK Shareholder may require) from time to time, and the Company shall give effect to any such nomination (by appointing any nominee as a Director) or direction for removal (by removing the relevant Director from office).
6.2 Subject to clauses 7.1 (Executive Management) and 20.10 (Novartis Put Option), the First Novartis Shareholder shall be entitled, by notice in writing to the Company and to the GSK Shareholders, to nominate up to four Directors and to direct the Company to remove any such nominee from office as a Director (with such notice, if any, as the First Novartis Shareholder may require) from time to time and the Company shall give effect to any such nomination (by appointing any nominee as a Director) or direction for removal (by removing the relevant Director from office).
6.3 Any First GSK Shareholder or First Novartis Shareholder that removes a Director from office in accordance with the provisions of clause 6.1 or clause 6.2, respectively, or whose nominee Director vacates office, shall indemnify each other Shareholder (on its behalf and on behalf of each other member of its Group) and the Company (on its behalf and on behalf of each other member of its Group) against any claim, whether for compensation for loss of office, wrongful dismissal or otherwise, which arises out of such Director ceasing to hold office.
6.4 The First GSK Shareholder shall be entitled, by notice in writing to the Company and the First Novartis Shareholder, to nominate any A Director to be Chairman and to direct the Company to remove any such nominee from office (with such notice, if any, as the First GSK Shareholder may require) from time to time and the Company shall give *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. effect to any such nomination (by appointing such nominee as Chairman) or direction for removal (by removing such nominee from office). The Chairman shall preside at any Board meeting and general meeting at which he is present. If such Chairman i...
SHAREHOLDER APPOINTMENTS. (a) A Shareholder Group which wishes to make an appointment of a Director in accordance with this agreement shall take reasonable steps to ensure that its nominee is able to perform his duties competently. Amended and Restated Sequel Shareholders Agreement 7
(b) A Shareholder Group which wishes to make an appointment of a Director in accordance with this agreement after the commencement of this agreement shall give notice to the Representatives of other Shareholder Groups which is reasonable in light of the circumstances, of the name, qualifications and experience of its nominee and intended date of appointment.
SHAREHOLDER APPOINTMENTS. 6.1 The GSK Shareholder shall be entitled, by notice in writing to the Company and to the Pfizer Shareholder, to nominate up to six Directors and to direct the Company to remove any such nominee from office as a Director and appoint a replacement Director (with such notice, if any, as the GSK Shareholder may require) from time to time, and the Company shall give effect to any such nomination (by appointing any nominee as a Director) or direction for removal (by removing the relevant Director from office and appointing such replacement Director).
6.2 The Pfizer Shareholder shall be entitled, by notice in writing to the Company and the GSK Shareholder, to nominate up to three Directors and to direct the Company to remove any such nominee from office as a Director and appoint a replacement Director (with such notice, if any, as the Pfizer Shareholder may require) from time to time, and the Company shall give effect to any such nomination (by appointing any nominee as a Director) or direction for removal (by removing the relevant Director from office and appointing such replacement Director).
SHAREHOLDER APPOINTMENTS