Sponsor Nomination Rights. 2.1.1 The Company shall use its reasonable best efforts to cause the Board to ensure that:
(a) at all times during the First Two Years, the Board comprises two (2) Sponsor Nominees; and
(b) during the Third Year, but only for as long as the Sponsor Group satisfies the Minimum Holding Requirement, the Board comprises one (1) Sponsor Nominee.
2.1.2 If, during the First Two Years, a Sponsor Nominee ceases to be a Director, the Sponsor will have the right to nominate a person to the Board to fill the vacancy. If, during the Third Year, a Sponsor Nominee ceases to be a Director, the Sponsor will have the right to nominate a person to the Board to fill the vacancy, provided that as a result of such Sponsor Nominee ceasing to be a Director, the Board no longer comprises any Sponsor Nominees, and only for as long as the Sponsor Group satisfies the Minimum Holding Requirement.
2.1.3 In case a vacancy needs to be filled and the Sponsor has a nomination right pursuant to clause 2.1.2, the Company shall use its reasonable best efforts to cause the Board to:
(a) enable the Sponsor to submit a written and substantiated nomination for a Sponsor Nominee to the Board within a reasonable period of time as determined by the Board and communicated in writing to the Sponsor; and
(b) following receipt of the written nomination by the Sponsor as referred to under (a), take all required action to make a non-binding nomination for the appointment of the person nominated by the Sponsor as Director by the General Meeting in accordance with article 7.2.1 of the Articles of Association, all to the extent permitted by applicable law and the Articles of Association.
2.1.4 If the General Meeting does not appoint the first person nominated by the Board, upon a nomination by the Sponsor, for appointment in accordance with article 7.2.1 of the Articles of Association, the Sponsor will have the right to make a second nomination, provided that the Sponsor at that time still has a nomination right pursuant to clause 2.1.2. Clause 2.1.3 applies mutatis mutandis to this second nomination.
2.1.5 If, at commencement of the Third Year, the Board comprises two (2) Sponsor Nominees, the Sponsor shall procure that one (1) of the Sponsor Nominees shall voluntarily resign from the Board with immediate effect, unless otherwise decided by the Board. If the Sponsor does not comply with the obligation set out in the previous sentence, the Board shall be free to propose to the General Meeting the dismissal o...
Sponsor Nomination Rights. (a) Subject to the terms of this Agreement, from and after the Closing, LW and DS shall each have the right to designate for nomination by the Board one individual (each, a “Sponsor Nominee” and together with the Catalyst Nominees, collectively, the “Nominees” and each a “Nominee”) for election to the Board, with one Sponsor Nominee designated to serve as a Class II director and the other Sponsor Nominee designated to serve as a Class III director (such applicable Class of each Sponsor Nominee to be mutually agreed by LW and DS prior to Closing), as follows:
(i) LW shall have the right to designate for nomination by the Board one individual for election to the Board into the same Class such director is designated prior to Closing by mutual agreement of LW and DS in accordance with Section 2.4(a) (the “LW Nominee Class” and such individual, the “LW Nominee”), at any meeting (or action by written consent) involving the election of the LW Nominee Class, as applicable, so long as (i) LW beneficially owns, in the aggregate, 80% or more of the Common Shares held by LW as of the Closing and (ii) Xxxx agrees to vote in favor of each of the Company’s nominees to the Board (including the Nominees selected in accordance with this Agreement and up for election at such meeting (or with respect to such action by written consent)) in accordance with the terms of the Xxxx Side Letter; provided, that if LW ceases to beneficially own, in the aggregate, at least 50% of the Common Shares held by LW as of the Closing at any time during which an LW Nominee is serving on the Board, such LW Nominee shall immediately offer his or her resignation for consideration by the Board and in the event the LW Nominee does not do so, each Holder shall promptly take all necessary action within its control to cause the removal of such LW Nominee and LW’s rights pursuant to this Section 2.4(a)(i) shall immediately cease and terminate; and
(ii) DS shall have the right to designate for nomination by the Board one individual for election to the Board into the same class such director is designated prior to Closing by mutual agreement of LW and DS in accordance with Section 2.4(a) (the “DS Nominee Class” and such individual, the “DS Nominee”), at any meeting (or action by written consent) involving the election of the DS Nominee Class, as applicable, so long as (i) DS beneficially owns, in the aggregate, 80% or more of the Common Shares held by DS as of the Closing and (ii) Xxxx agrees to vote in f...
