Director Nomination Agreement definition

Director Nomination Agreement means the amended and restated director nomination agreement entered into between the Company and ARC Funds in May 2015, as amended and restated March 2016, enabling them to designate (a) a total of three (3) additional persons to be nominated for election to Largo's Board for election by Largo shareholders for so long as the ARC Funds, whether individually or together, own at least 50% of the issued and outstanding Common Shares, (b) a total of two (2) additional persons to be nominated for election to Largo's Board for election by Largo shareholders for so long as the ARC Funds, whether individually or together, own less than 50% but not less than 40% of the issued and outstanding Common Shares, and (c) a total of one (1) additional person to be nominated for election to Largo's Board for election by Largo shareholders, for so long as the ARC Funds, whether individually or together, own less than 40% but not less than 20% of the issued and outstanding Common Shares. These nomination rights are supplemented the ARC Funds' existing right to nominate one (1) director to the Board under the Governance Agreement.

Director Nomination Agreement has the meaning specified in Section 9.02(e).

Director Nomination Agreement has the meaning specified in the Recitals hereto.

Examples of Director Nomination Agreement in a sentence

• Third Party Director Nomination Rights: To fill vacancies on the Board in accordance with any stockholders agreement (as such may be amended from time to time) governing the composition of the Board or the Company’s committees (including the Compensation and Nomination Committee) that exists, including the Director Nomination Agreement.

• Subject to the Certificate of Incorporation and the Director Nomination Agreement, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board.

• Acquiror shall deliver to the Company a counterpart of the Director Nomination Agreement, duly executed by the Sponsor to be effective immediately following the Effective Time.

• Except as provided in Section 3.4, and subject to the Certificate of Incorporation and the Director Nomination Agreement, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term for which such director is elected and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

• Subject to the Director Nomination Agreement, the Board shall elect one of its members to be Chairperson of the Board by a majority of the directors then in office.

More Definitions of Director Nomination Agreement

Director Nomination Agreement means, the director nomination agreement, to be entered into at Closing, substantially in the form attached hereto as Exhibit B.

Director Nomination Agreement means the Director Nomination Agreement, dated as of [•], 2022, by and among the Corporation, the Continuing Founder LP and the other Persons who may become parties thereto from time to time, as the same may be amended, restated, supplemented and/or otherwise modified, from time to time.

Director Nomination Agreement means the director nomination agreement to be entered into at the Closing by the Sponsor and the Company providing the Sponsor certain director nomination rights, such as having the right to appoint or nominate for election to the Board, as applicable, three individuals, to serve as directors of the Company, substantially in the form attached to this proxy statement as Annex L.

Director Nomination Agreement means the director nomination agreement entered into by the Company and certain of its stockholders on June 22, 2012.

Director Nomination Agreement means an agreement by and among Reorganized Monitronics and certain of the Commitment Parties pursuant to which such Commitment Parties shall have the right to nominate certain members of the New Monitronics Board, which Director Nomination Agreement shall be on the terms and conditions set forth in the Governance Term Sheet.

Director Nomination Agreement means that certain Director Nomination Agreement, dated 29 June 2017, by and among Cision Owner, the Company and the other parties thereto.

Director Nomination Agreement means that certain Director Nomination Agreement, dated as of August 14, 2013, by and between SBS and Gores Building Holdings, LLC, a Delaware limited liability company.