Director Nomination Right definition

Director Nomination Right means the right of a Principal Stockholder or Partial Rights Transferee to nominate one or more Directors in accordance with Section 2 of the Stockholder Agreement.
Sample 1Sample 2
Director Nomination Right means the right of Ma’aden (directly or through another Ma’aden Party) to nominate a Ma’aden Designated Nominee pursuant to Section 2.2.
Sample 1Sample 2
Director Nomination Right means, at any point in time, the right of an Investor, if any, to nominate a Nominee Director pursuant to Section 2.1(c) or Section 2.1(d), as applicable.
Sample 1Sample 2

Examples of Director Nomination Right in a sentence

  • At all times when the Preferred Stock Director Nomination Right Condition is satisfied, a vacancy in the office of the Preferred Stock Director (other than vacancies before the initial election and designation of the Preferred Stock Director) shall only be filled by the written consent of the Majority Holders and the Company shall cause such Preferred Stock Nominee to fill such resulting vacancy.

  • In such Nomination Deadline Notice, the Board of Directors shall inform the Series D Preferred Holder whether such Holder is entitled to exercise the Single Director Nomination Right, the Multiple Director Nomination Right, or no rights at all, dependent upon whether the Series D Holder meets the Minimum Ownership Threshold at such time.

  • At such time as the Preferred Stock Director Nomination Right Condition is no longer satisfied, the Preferred Stock Director shall offer in writing to resign from the Board of Directors and any committees thereof effective as of a date within thirty (30) days after the first date that the Preferred Stock Director Nomination Right Condition is no longer satisfied, and, from and after such date, neither the Investors (nor their Permitted Transferees) shall have any rights under this Section 9(a).

  • In such Nomination Deadline Notice, the Board of Directors shall inform the Series C Preferred Holder whether such Holder is entitled to exercise the Single Director Nomination Right, the Multiple Director Nomination Right, or no rights at all, dependent upon whether the Series C Holder meets the Minimum Ownership Threshold at such time.

  • The Company will, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the stockholders), so that each director who was nominated by a Holder pursuant to a Director Nomination Right shall be removed as directed by the Holder entitled to nominate such director pursuant to Section 2 of the Stockholder Agreement.

  • Except as provided for in Section 2 of the Stockholder Agreement and subject to applicable law, no director who was nominated by a Holder pursuant to a Director Nomination Right may be removed without the consent of the Holder who was entitled to nominate such individual as a director pursuant to the terms of Section 2 of the Stockholder Agreement and subject to applicable law.

  • Except as provided for in Section 2 of the Stockholder Agreement, a vacancy created by any former director who was nominated by a Holder pursuant to a Director Nomination Right may, subject to applicable law, only be filled by a nominee of the Holder who was entitled to nominate such former director pursuant to the procedures set forth in Section 2 of the Stockholder Agreement.

  • Except as set forth in Section 2 of the Stockholder Agreement, the immediately preceding sentence shall be the exclusive means for a stockholder (other than a Principal Stockholder or Partial Rights Transferee pursuant to a Director Nomination Right) to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before a special meeting of stockholders.

  • Except as provided for in Section 2 of the Stockholder Agreement, a director who was nominated by a Holder pursuant to a Director Nomination Right may only be removed at the direction of the Holder that was entitled to nominate such director pursuant to the terms of Section 2 of the Stockholder Agreement.

  • In the event that the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Nominating and Corporate Governance Committee shall provide the Shareholder that designated such nominee a written explanation of the basis for such decision.


More Definitions of Director Nomination Right

Director Nomination Right has the meaning assigned to such term in Section 2.01(a).
Sample 1Sample 2
Director Nomination Right shall have the meaning set forth in Section 2.1(a).
Sample 1

Related to Director Nomination Right

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Nonemployee Director means a Director who is not an Employee.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Director Option means an Option granted pursuant to Section 6.

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.

  • Director Award means the grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations established by the Board.

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Series A Director means any director of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • Nonemployee Director Award means any Award granted to a Nonemployee Director.

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • Eligible Director means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • Investor Designee shall have the meaning set forth in Section 5(a).

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Outside Director means a Director who is not an Employee.

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.