WMX Board Representation Clause Samples

WMX Board Representation. ServiceMaster and WMX declare it to be their objective that one position (the "WMX position") on the ServiceMaster Board will be filled with a person nominated by WMX ("WMX's representative"). The parties acknowledge that from the date of this agreement until he leaves the Board, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will serve as WMX's representative on the ServiceMaster Board. ServiceMaster agrees that in connection with any election of directors at which the term of WMX's representative on the Board is scheduled to expire or the WMX position on the Board is vacant, ServiceMaster will (i) nominate for election to the WMX position on the Board any candidate selected by WMX and reasonably satisfactory to a majority of the Board and (ii) solicit proxies from its shareholders in favor of such candidate in the same manner ServiceMaster solicits proxies for other candidates for the Board nominated in the ordinary course at ServiceMaster (it being understood that ServiceMaster does not expect to solicit any proxies for Board elections until and unless ServiceMaster coverts to corporate form). ServiceMaster also agrees that in the event WMX's representative shall resign from the Board or otherwise leave the Board for any reason, ServiceMaster's chief executive officer will request that the remaining directors fill the vacancy with a person who is nominated by WMX and who is reasonably satisfactory to a majority of the Board. Each person appointed or elected to the Board as contemplated by the two preceding sentences shall constitute WMX's representative on the Board until such person leaves the Board.