Stockholder Designees Clause Samples
The "Stockholder Designees" clause defines the rights of certain stockholders to nominate or appoint individuals to serve on the company's board of directors or committees. Typically, this clause specifies which stockholders are entitled to designate representatives, how many seats they may fill, and the process for making such appointments, often based on ownership thresholds or specific classes of shares. Its core function is to ensure that significant investors have a formal mechanism to participate in corporate governance, thereby protecting their interests and providing them with direct oversight of company management.
Stockholder Designees. (a) Effective as of the Closing Date, the Board of Directors shall appoint to the Board of Directors that number of directors designated by the Stockholder (each, a “Stockholder Designee”) calculated in accordance with Schedule B hereto. Thereafter, the Stockholder shall have the right to nominate for election to the Board of Directors that number of Stockholder Designees equal to the total number of directorships established by the Board of Directors from time to time, multiplied by the Stockholder Percentage, in each case at the time of the nomination, rounded up or down to the nearest whole number (with 0.5 being rounded up), provided, that the Stockholder will be entitled to nominate at least two (2) directors for election to the Board of Directors in accordance with this Section 6.1(a) so long as the Stockholder Percentage is equal to at least fifteen percent (15%) and the Stockholder will be entitled to nominate at least one (1) director for election to the Board of Directors in accordance with this Section 6.1(a) so long as the Stockholder Percentage is equal to at least ten percent (10%) and, provided, further that for purposes of calculating the Stockholder Percentage no shares of Voting Securities acquired by the Stockholder in violation of this Agreement will be included.
(b) Notwithstanding anything herein to the contrary, if the Stockholder has not Transferred any Voting Securities prior to the applicable time of nomination during such three (3) year period commencing from the Closing Date, except for Voting Securities Transferred to an Affiliate, the Stockholder shall have the right to nominate at least the number of Stockholder Designees that Stockholder has the right to nominate on the Closing Date; provided, however if, prior to the third anniversary of Closing, (x) Parent issued equity securities in a Qualified Equity Offering, (y) the Stockholder was prohibited from exercising its pre-emptive rights pursuant to Section 7 of this Agreement in such Qualified Equity Offering as a result of the limitations imposed on the Stockholder pursuant to Section 4.2(a)(i)(B) of this Agreement and (z) as a result of such prohibition of the Stockholder’s ability to exercise its pre-emptive rights the number of Stockholder Designees that the Stockholder has the right to nominate would have decreased below the number of Stockholder Designees that Stockholder has the right to nominate on the Closing Date, then this Section 6.1(b) shall continue in effect u...
Stockholder Designees. The Stockholder shall have the right to designate: (i) five (5) individuals to serve on the Board for so long as the Stockholder owns not less than 50.00% of the Common Stock held by the Stockholder on the date hereof, (ii) four (4) individuals to serve on the Board for so long as the Stockholder owns not less than 40.00% of the Common Stock held by the Stockholder on the date hereof, (iii) three (3) individuals to serve on the Board for so long as the Stockholder owns not less than 33.33% of the Common Stock held by the Stockholder on the date hereof, (iv) two (2) individuals to serve on the Board for so long as the Stockholder owns not less than 20% of the Common Stock held by the Stockholder on the date hereof, (v) one (1) individual to serve on the Board for so long as the Stockholder owns not less than 10% of the Common Stock held by the Stockholder on the date hereof and (vi) no individuals to serve on the Board if the Stockholder owns less than 10% of the Common Stock held by the Stockholder on the date hereof (in each instance, such designated individuals, the “Stockholder Designees”).