Nominating Holder definition

Nominating Holder has the meaning ascribed to such term in Section 2(f).
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Nominating Holder shall have the meaning provided in Section 2.1.1 hereof.
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Nominating Holder shall have the meaning specified in Article 3.1(b) herein.
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Examples of Nominating Holder in a sentence

  • In the event that any Holder Nominee shall cease to serve as a Director for any reason other than the fact that the Nominating Holder no longer has a right to nominate a Director, as provided in Section 2.2(a), the vacancy resulting thereby shall be filled by a Holder Nominee designated by the Nominating Holder which nominated the vacating Director; provided, however, that any Holder Nominee so designated shall satisfy the qualification requirements set forth in Section 2.2(b).

  • Under the WHS Act, a person conducting a business or undertaking has the primary duty to ensure, so far as is reasonably practicable, that the health and safety of workers and other persons are not put at risk from work carried out as part of the conduct of the business or undertaking.

  • In any such case, such Nominating Holder shall not be entitled to fill such vacancy in the Board pursuant to Section 2.2(e).

  • Unless otherwise increased by a majority of the Holders of the issued and outstanding Securities in accordance with the DGCL, the Board shall consist of nine (9) directors, five being appointed by the HMTF Group, two being appointed by the BSMB Group, one being appointed by the Trust (each of HMTF Group, BSMB Group and the Trust, a "Nominating Holder," and each such director so appointed, a "Party Designee") and one of whom shall be the chief executive officer of the Company.

  • If the number of Nominees pursuant to this Section 14 for any Annual Meeting exceeds the Maximum Number, then the highest ranking Nominee who meets the requirements of this Section 14 from each Nominating Holder will be selected for inclusion in the Corporation’s proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the shares of common stock of the Corporation disclosed as owned in each Nominating Shareholder’s Nomination Notice.

  • If, prior to his or her election to the Board pursuant to Section 2.1.1 hereof, any Party Designee shall be unable or unwilling to serve as a director of the Company, the respective Nominating Holder appointing such Party Designee shall be entitled to nominate a replacement who shall then be a Party Designee for purposes of this Section 2.

  • For purposes of this Agreement, “Shareholder Representative” means any person designated by a Nominating Holder to be elected or appointed to the Board in accordance with this Agreement, or his or her replacement designated in accordance with Section 1.2, provided, that such person’s service as a director must not be prohibited by Law.

  • Subject to Section 2.3 (a) and (d), in the event that any Holder Nominee shall cease to serve as a Director, the vacancy resulting thereby shall be filled by a Holder Nominee designated by the Nominating Holder which nominated the vacating Director; provided, however, that any Holder Nominee so designated shall satisfy the qualification requirements set forth in Section 2.2(b).

  • If a Nominating Holder requests that their Party Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then the Company shall take all actions necessary to effect, and each of the Holders shall vote all its or his capital stock in favor of, such removal upon such request (or, if applicable, provide a written consent).

  • In the event that, prior to election to the Board, a Nominating Holder names a person as a Holder Nominee who fails to meet the qualifications set forth in this Section 2.2(b) and either (i) such Nominating Holder becomes aware of such failure or (ii) the Company rejects such person on account of such failure, such Nominating Holder shall have the right to name another person as a Holder Nominee who does meet such qualifications.


More Definitions of Nominating Holder

Nominating Holder has the meaning set forth in Section 1.1(b)(ii).
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Nominating Holder means, with respect to any Nominee or Nominated Director, the Holder who nominated that Nominee or Nominated Director, as applicable.
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Related to Nominating Holder

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Controlling Holder means, as of any date of determination:

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Existing Holder means a Broker-Dealer or any such other Person as may be permitted by the Corporation that is listed as the holder of record of shares of AMPS in the Stock Books.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Non-Directing Holder means the Note A-2 Holder or, if Note A-2 is included in a Securitization, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA, to exercise the rights granted to the Non-Directing Holder in this Agreement. If Note A-2 is no longer in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Directing Holder means the Holder of Note A-1 or, if Note A-1 is included in a Securitization, the holders of Certificates issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the “Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower Party shall be entitled to act as Directing Holder.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • Requesting Person shall have the meaning set forth in Section 25 hereof.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Piggy-Back Registration is defined in Section 2.2.1.