Shareholder Nominees Sample Clauses
The Shareholder Nominees clause defines the process by which shareholders can nominate individuals for election to the company's board of directors. Typically, this clause outlines eligibility requirements for nominees, the procedures and deadlines for submitting nominations, and any documentation or disclosures required from both the nominating shareholder and the nominee. Its core practical function is to ensure a transparent and orderly method for shareholders to participate in board composition, thereby promoting fair corporate governance and preventing disputes over director appointments.
Shareholder Nominees. In connection with any General Meeting at which Directors are to be elected, or any adjournment or postponement thereof, the Shareholder shall have the right to propose for appointment a number of Directors that equals a majority of the Board (each such Director proposed for appointment by the Shareholder, a “Shareholder Director”). At least one-half of the Shareholder Directors must qualify as Independent Directors, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Shareholder Directors to qualify as Independent Directors, provided that the Shareholder shall not be required to nominate any additional Independent Directors unless and until all of the Directors, other than the Shareholder Directors, qualify as Independent Directors.
(i) For so long as the Directors on the Board are divided into three classes, the Board will use reasonable efforts to apportion the Shareholder Directors among such classes so as to maintain the number of Shareholder Directors in each class as nearly equal as possible.
(ii) For so long as the Company maintains an Audit Committee, Compensation Committee or Nominating Committee, such committees shall each include at least one Shareholder Director (but only to the extent such Director (A) qualifies as an Independent Director and (B) with respect to membership on the Audit Committee or Compensation Committee, meets the heightened independence requirements applicable to audit committees and compensation committees, as applicable, under the Securities Exchange Commission and within the context of the criteria established by the listing rules of the stock exchange on which the Ordinary Shares are listed).
Shareholder Nominees. If, for any reason, (i) any person designated by Shareholder as a director of the Company pursuant to Article IV hereof is not nominated by the Company's Board of Directors for election to the Company's Board of Directors or the Company's Board of Directors does not recommend such person to serve as a director of the Company, or (ii) the Board of Directors of the Company shall change the size of the Board of Directors of the Company from seven directors at such time as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof or Shareholder is entitled to designate three directors of such Board in accordance with Section 4.4 hereof, then, upon the happening of such event, all of the provisions of this Article III shall lapse and no longer be of any force or effect; provided, however, that the obligations of a party under this Article III shall not lapse and cease to be of any force or effect with respect to either the Investor Group or the Shareholder Group if any of its respective members shall have breached any provision of this Agreement and as a result thereof, one of the events described in clause (i) or (ii) above shall have occurred.
Shareholder Nominees. (a) So long as the Shareholders have Ownership of:
(i) 25.0% or more of the Voting Power of the Company, the Shareholders shall be entitled to designate three (3) Shareholder Nominees;
(ii) less than 25.0% but at least 15.0% of the Voting Power of the Company, the Shareholders shall be entitled to designate two (2) Shareholder Nominees; provided, that for so long as the Shareholders own less than 25% but at least 15% of the Voting Power of the Company, the number of Shareholder Nominees that Shareholders have the right to designate pursuant to this Section 3.2(a)(ii) shall be at least 20% of the number of directors serving on the Board; and
(iii) less than 15.0% but at least 5.0% of the Voting Power of the Company, the Shareholders shall be entitled to designate one (1) Shareholder Nominee; and
(iv) less than 5.0% of the Voting Power of the Company, the Shareholders shall not be entitled to designate any Shareholder Nominees. Each of the Shareholders shall vote or cause to be voted all of the Company Securities held of record or Owned by such Shareholder and take all other reasonably necessary action so as to effect the purpose of this Section 3.2.
(b) Any Shareholder Nominees that are included in a slate of directors pursuant to Section 3.2 shall be designated as provided in this Section 3.2(b). The Company’s Nominating and Governance Committee (or if there is no such committee, then any other duly authorized committee of the Board) shall recommend to the Board the nomination of each person so designated, if reasonably acceptable to such committee, and the Board shall nominate such person in such class specified herein, if the Board is then classified, or if not so specified as the Board may determine; it being understood that such committee and the Board shall take such actions as shall be reasonably requested by the Investor, subject to the Investor’s compliance with the provisions of the following sentence, in connection with each such nomination. The Shareholders shall provide notice to the Company (the “Shareholder Nominee Notice”) as required by this Section 3.2(b) for each Shareholder Nominee, which notice shall contain the following information: (i) the name of the Shareholder Nominee and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Shareholder Nominee.
(c) The Company shall use reasonable efforts to solicit from the holders of Company Securities eligible to vote proxies in favor...