Initial Nominee definition
Examples of Initial Nominee in a sentence
Each Initial Nominee and Investor Director shall be entitled to receive from Parent the same terms of indemnification (and the benefit of the same directors’ and officers’ liability insurance policy), exculpation and expense reimbursement right as the other Directors in connection with the Initial Nominee’s or the Investor Director’s role as a Director.
The Board shall determine the composition and make-up of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Executive Committee and any other committee of the Board and make assignments of each Initial Nominee and Investor Director appropriate in its judgment in light of the expertise of potential committee members and the needs of the Board.
Notwithstanding anything in this Agreement to the contrary, each Initial Nominee or Investor Director may share, and otherwise make available to, the E Investor Group any information it receives, in its capacity a Director, from or on behalf of Parent and its Subsidiaries; provided that any such information shall be subject to Section 6.13.
Notwithstanding anything in this Agreement to the contrary, each Initial Nominee or Investor Director may share, and otherwise make available to, the R Investor Group any information it receives, in its capacity a Director, from or on behalf of Parent and its Subsidiaries; provided that any such information shall be subject to Section 6.13.
Parent acknowledges and agrees that an Initial Nominee or Investor Director who is a partner, member, employee or consultant the E Investor Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the E Investor Group or their Affiliates (collectively, the “Investor Indemnitors”).
Parent acknowledges and agrees that an Initial Nominee or Investor Director who is a partner, member, employee or consultant the R Investor Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the R Investor Group or their Affiliates (collectively, the “Investor Indemnitors”).
At any time within 90 days after the Company's notifies Purchaser of the Board's determination not to appoint the TLC Initial Nominee, Purchaser may provide the Company with the name of, together with Proxy Information relating to, one or more individuals (the "TLC Alternative Nominee") that Purchaser recommends be appointed to the Board.
Within 30 days after the Company's receipt of all Proxy Information relating to such individual, the Board shall consider the qualifications of the TLC Initial Nominee and, subject to its fiduciary duties, either appoint the TLC Initial Nominee to serve on the Board until the next election of directors by the Company's stockholders or notify Purchaser that the Board has determined that such appointment would not be consistent with the Board's fiduciary duties.
If the Company Independent Directors reject the Initial Nominee, then the Post-Coniston Parent Nominating Committee shall propose to the Company Independent Directors two (2) new nominees for the Independent Director (the “Final Nominees”), each of whom shall be selected from the Recommended Candidates and shall not be the Initial Nominee, and shall consult with the Company Independent Directors in making this determination.
As long as the Seller is a shareholder of the Purchaser, the Seller shall be entitled to nominate the Initial Nominee and the Additional Nominee.