Examples of Appointment Right in a sentence
To exercise their Appointment Right, the Requisite Purchasers shall give prompt written notice to the Company (the “Appointment Notice”) of their intention to cause, to the extent consistent with Section 8.7(c), a Company Sale, which Appointment Notice shall identify three investment banks chosen by the Requisite Purchasers to conduct such Company Sale.
Notwithstanding the foregoing, if either of the Members sharing a particular Appointment Right (but not both) experience a Change in Control, such Appointment Right shall be solely vested in the Member, if any, which did not experience a Change in Control.
The number of directors on the Board shall be no less than six (6) but no more than ten (10), including any External Directors required to be appointed by the Companies Law (if required) and including the Founder Director permitted to be appointed pursuant to Article 65 (unless the Appointment Right pursuant to such Article is suspended).
In the event that both of the Members sharing a particular Appointment Right lose their appointment and removal rights in accordance with this Section 8.4, such Appointment Right shall immediately expire.
Once the Founders, together with their respective Permitted Transferees, do not jointly hold Voting Control of two percent (2%) or more of the Company’s outstanding ordinary shares, the Appointment Right of this Article shall terminate.
Any Appointed Manager or any Independent Manager appointed pursuant to an Appointment Right may be removed only by his Appointing Member, or the Member or Members having the Appointment Right with respect to such Independent Manager (as applicable), in accordance with Section 8.3. Any other Independent Manager may be removed at any time with or without cause by the vote of two-thirds (2/3) of the Members.
In the event that only one Founder, together with his Permitted Transferees, holds Voting Control of two percent (2%) or more of the Company’s outstanding ordinary shares, the Appointment Right and right of removal set forth in the previous sentence shall inure solely to such Founder (by way of written notice signed by such Founder); provided, however, that the Appointment Right shall be suspended if such Founder is otherwise serving on the Board.
The Board Observer Right and the Director Appointment Right may be assigned by a Purchaser in whole or in part to (i) its Affiliates and (ii) any subsequent holder of Preferred Units, provided that such transfer was not in violation of the Partnership Agreement or the Purchase Agreement.
Rights of Holders of Series A Preferred Stock arising as a result of a Board Appointment Right Triggering Event shall continue until such time as all Board Appointment Right Triggering Events have been cured or waived.
The Appointment Right can furthermore be regarded as an expression of FSE KGaA's close relationship with the Company and its continued commitment to fostering the Company's business as its largest shareholder.Fresenius Medical Care AG & Co. KGaAConversion ReportPage 31– NON-BINDING CONVENIENCE TRANSLATION –All other shareholder representatives of the AG Supervisory Board would be elected by the Company's shareholders (including FSE KGaA) at the general meeting by a simple majority of the votes cast.