Company Nominee definition
Examples of Company Nominee in a sentence
For a period of one or two years after the Effective Time, depending on the class to which such Company Nominee is initially elected, IHK shall cause each such Company Nominee to be nominated for re-election to an additional three year term at the expiration of his initial term in office.
If at any time in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors, vacancies exist on the Board of Directors, such vacancies shall be filled by the appointment of directors, either by (i) the remaining Company Nominees, if such vacancy was created by a Company Nominee, or (ii) the remaining Acquiror Nominees, if such vacancy was created by an Acquiror Nominee.
Thereafter, Silver Lake shall notify the Company in writing of the identity of the Investor Company Nominee by no later than the same time shareholder proposals are due as set forth in the Company's annual proxy statement filed the year preceding the year of election of Class II members of the Board, which notice shall be conclusive evidence of the consent of the Investor Company Nominee to serve as a director of the Company.
In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Company Nominee.
As part of this process, the Corporate Governance and Nominating Committee and the Board shall take into account and consider in good faith any director candidate recommended by the remaining Company Nominee.
Subject to clause (iii) below, the Company shall not solicit proxies of the stockholders of the Company to vote against the Investor Company Nominee or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Investors pursuant to this Section 5.7(a), and shall use its reasonable best efforts to oppose the removal of the Investor Company Nominee from the Board.
Upon direction (written or oral) by the Company, Nominee shall execute any documents or instruments relating to or in connection with the Property.
The notice shall include all information with respect to the Investor Company Nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act.
Upon receipt by Nominee of any income, proceeds or other available cash relating to any portion of the Property beneficially owned the Company, Nominee shall first pay all outstanding amounts due and payable to lenders or creditors with respect to such Property and shall remit the balance of such proceeds, if any, to the Company as soon as practicable after receipt thereof.
Upon appointment to the Board of the Company, Nominee shall resign from the Board of Directors of the Company, upon the request of the Chairman of the Board or Chief Executive.