Mutual Designee definition

Mutual Designee shall be approved by the holders of a majority of the outstanding shares of Common Stock and Senior Preferred Stock, voting together as a single class (on an as converted to common stock basis).
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Mutual Designee has the meaning set forth in Section 2.01(a).
Sample 1
Mutual Designee has the meaning set forth in Section 2.1(a) of this Agreement.
Sample 1

Examples of Mutual Designee in a sentence

  • The Company agrees that any appointment of a Mutual Designee shall occur within three (3) business days after receipt of written notice by the Company from the Icahn Group and the Other Shareholder of such selection of an Acceptable Person as described herein and the other documents described in this Section 2(a)(iii).

  • At the first annual meeting of Parent following the Closing, Parent shall nominate each of the Mutual Designees, and use reasonable best efforts to cause each Mutual Designee, to be reelected to the Parent Board.

  • Immediately following the execution of this Agreement, the Company and the Stockholder Group shall engage in good faith discussions with respect to the individual who shall be the Mutual Designee.

  • The Mutual Designee shall qualify as an “independent director” under applicable rules of the SEC, the rules of the New York Stock Exchange (“NYSE”) and under the Company’s corporate governance guidelines.

  • The Company shall not unreasonably withhold consent with respect to any Mutual Designee recommended by the Stockholder Group; provided that the Company may withhold consent if it reasonably determines that the Mutual Designee is not independent from the Stockholder Group as a result of material business or personal relationship with the Stockholder Group or any of its Affiliates or Associates.

  • Each of the Stockholder Group and the Company shall be entitled to recommend individuals for consideration to be selected as the Mutual Designee.

  • The Mutual Designee shall be entitled to compensation consistent with the compensation received by other members of the Board who are not employees of the Company, including any fees and equity awards.

  • If any Mutual Designee shall cease to be a member of the Board of Directors of the Company by reason of resignation, death, disability or removal or otherwise, then any successor Director shall be nominated and appointed only pursuant to Section l(a) hereof.

  • In the event that the parties are unable to mutually agree on a Mutual Designee prior to January 2, 2019, the Board shall temporarily appoint Wxx Xxxxxxx or Bxxxx Xxxxxxxxxxx to the Board until such time as the parties can mutually agree on one suitable and capable individual other than Wxx Xxxxxxx or Bxxxx Xxxxxxxxxxx and the Nokomis Group agrees to cause Wxx Xxxxxxx or Bxxxx Xxxxxxxxxxx, as applicable, to resign from the Board upon the selection of a mutually agreeable replacement.

  • No Mutual Designee may be nominated at a board meeting unless there are an equal number of Founder Stockholder Designees and WCAS Stockholder Designees present.


More Definitions of Mutual Designee

Mutual Designee shall be mutually chosen by (x) the holder(s) of a majority of the outstanding shares of Common Stock and (y) the holders of at least two-thirds (2/3) of the voting power of the outstanding Preferred Stock (voting together as a single class on an as-converted basis). Such approval shall take the form of a notice signed by the applicable party, or a majority-in-interest or two-thirds-in-interest, as applicable, of such group; provided, however, that if no such notice has been delivered to the Secretary of the Company within ten (10) days prior to any regular or special meeting of stockholders or five (5) days after receiving an Action by Written Consent, the Secretary of the Company shall deliver a ballot to each member of such group. Such ballot shall contain the nominee or nominees, the names of which were delivered to the Secretary prior to the mailing of the ballot by any holder of Common Stock or Preferred Stock, and shall contain instructions that each holder is to complete and return such ballot to the Secretary of the Company within five (5) days of the effective date of such notice.
Sample 1
Mutual Designee shall be approved by the Existing Preferred Director and the Common Director.
Sample 1

Related to Mutual Designee

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