Designating Shareholder definition
Examples of Designating Shareholder in a sentence
For so long as the Series A Designating Shareholder shall be entitled to appoint a Series A Observer pursuant to this Section 10.2(a), the Series A Designating Shareholder shall, by written election delivered to the Company, be entitled to designate a representative for appointment as a director to the Board (the “ Series A Representative”), in lieu of the Series A Observer contemplated above.
A majority of the total number of directors (including at least two directors designated by a Designating Shareholder (as defined in the Shareholders’ Agreement) pursuant to the Shareholder’s Agreement) shall constitute a quorum for the transaction of business.
Upon written request of the Series A Designating Shareholder, the Company and the Shareholders shall take, or cause to be taken, all actions necessary to cause the Series A Representative designated by the Series A Designating Shareholder to be elected to the Board, including recommending to the shareholders of the Company that they vote for the election to the Board of the individual designated by the Series A Designating Shareholder.
A Shareholder entitled to designate Directors pursuant to the immediately preceding sentence shall be referred to as a "Designating Shareholder." The Shareholders hereby agree to vote their respective Ordinary Shares in favour of the election of the Directors designated by each Designating Shareholder.
If at any time a vacancy is ------------------------ created on the Board of Directors by reason of the incapacity, death, removal or resignation of a director designated pursuant to Section 6.2, then the Designating Shareholder entitled to designate such director shall designate a director to fill such vacancy.
The Company Board shall not withdraw any nomination or recommendation required under this Section 3.2(f) unless the applicable Designating Shareholder delivers to the Company Board a written request for such withdrawal.
Upon notice from such Designating Shareholder to the Company and the other Shareholder, the Shareholders shall (i) meet within five (5) days of such notice for the purpose of considering the election of the designated nominee to fill such vacancy and (ii) vote their Ordinary Shares in favour of such nominee.
In the event that the members of the Board object to the nomination, election or appointment of any Designated Director to the Board pursuant to the terms of this Section 2.2(g), the Board shall nominate or appoint, as applicable, another individual designated by the Designating Shareholder as the Designating Shareholder’s Designated Director nominated for election to the Board, who meets the criteria set forth in this Section 2.2(g) and Section 2.2(h).
The parties hereto agree that irreparable damage would occur in the event the provisions of this Agreement were not performed in accordance with the terms hereof, and that the Designating Shareholder and the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
If the nomination of the External Directors may not be made by all Designating Shareholders at the same time due to the date of expiry or termination of the directorship term of the external Directors at different dates, then the first External Director shall be nominated by the Designating Shareholder then holding the largest voting power in the Company, and the other Designating Shareholder shall nominate the subsequent External Director to be elected.