Nomination of Directors definition

Nomination of Directors. As set forth in Annex 1, certain provisions regarding qualifications for nomination of directors will be contained in the Certificate of Incorporation.
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Nomination of Directors. For so long as the Purchaser owns beneficially not less than fifteen percent (15%) of the Common Stock of the Company issued and outstanding on a fully diluted basis (assuming the exercise, exchange or other conversion of all securities exercisable, exchangeable or otherwise convertible into Common Stock), the Company covenants that: (a) the Company's Board of Directors shall consist of five (5) directors and the Company's by-laws will contain provisions indemnifying its directors to the fullest extent permitted under applicable law; (b) the Purchaser shall be entitled to nominate two (2) directors for election as a member of the Board of Directors of the Company at the annual meeting of stockholders or any other meeting at which (or as part of any other action by which) directors are elected, and the Company shall include such nominees in the slate of nominee directors recommended for election by the incumbent directors and management, consistent with Delaware law; and (c) if elected to the Board of Directors, at least one of the Purchaser's designees shall be appointed to each of the committees established or maintained by the Board of Directors, to the extent permissible by applicable law."
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Examples of Nomination of Directors in a sentence

  • The broad parameters covered under the Policy are – Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

  • Nomination of Directors Both the directors and management are responsible for selecting nominees for election to the board of directors.

  • The proposed rule change also makes clarifying and cleanup changes to the Parent Bylaws.Proposed Changes to Article 2 - Stockholders The majority of the proposed changes are being made to amend Section 2.11 (Nomination of Directors) and Section 2.12 (Notice of Business at Annual Meetings) and are generally designed to provide the Board with the most information and advance notice possible in connection with business and nominations at annual and special meetings.

  • Nomination of Directors In addition to its oversight mandate with respect to compensation matters, responsibility for matters relating to the identification and nomination of directors lies with the CCG Committee.

  • Documents relating to the Procedures for Nomination of Directors by Shareholders and the Shareholder Communication Policy are available for download from the Company’s website (www.nblife.com/ir).

  • Subject to Clause 6.7 (Nomination of Directors After Service of a Note Acceleration Notice), all the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee of its powers, trusts, authorities, duties, rights and discretions shall apply, mutatis mutandis, to the discharge by the Security Trustee of its powers, trusts, authorities, duties, rights and discretions under this Agreement.

  • Notice of Shareholder Business and Nomination of Directors 6 Section 6.

  • Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual MeetingA stockholder may recommend persons as potential nominees for director by submitting the names of such persons in writing to the secretary of AbbVie.

  • The Corporation shall not, directly or indirectly, support any proposal, take any action, or omit to take any action that would, in any case, be inconsistent with this Article VII, including without limitation any inconsistent amendment to the Nomination of Directors Policies.

  • Nomination of Directors The Board considers its size from time to time and annually when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

Related to Nomination of Directors

  • Resolution of Directors means either:

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • 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.

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

  • Company Board of Directors means the board of directors of the Company.

  • entire Board of Directors means the total number of directors which the Corporation would have if there were no vacancies.

  • Termination of Directorship means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

  • Directors means the directors for the time being of the Company.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Board of Directors means the board of directors of the Company.

  • special meeting of shareholders means a meeting of any particular class or classes of shareholders and a meeting of all shareholders entitled to vote at any annual meeting of shareholders at which special business is to be transacted.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Board of Director or “Board” means the Board of Directors of Omaxe Limited, as constituted from time to time.

  • Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • the Directors means save as otherwise defined at Article 6.9 the directors of the Company (and “Director” means any one of those directors);

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • meeting of shareholders means an annual meeting of shareholders or a special meeting of shareholders;

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

  • Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.