Nomination Waiver definition

Nomination Waiver has the meaning set forth in Section 8.11(a).
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Nomination Waiver has the meaning set forth in Section 8.11(a). “Non-Exercising Member” has the meaning set forth in Section 9.1(f).
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Examples of Nomination Waiver in a sentence

  • Upon receiving any Nomination Waiver, the Company shall promptly (and no later than five (5) Business Days following receipt of such notice) notify the other Nominating Investor Holdco Members in writing.

  • If a Nominating Investor Holdco Member has given a revocable Nomination Waiver (but not an irrevocable Nomination Waiver), it may revoke such waiver in its sole discretion at any time by providing a written notice of such revocation to the Company (and a copy of such notice to Holdco), in which case such Nominating Investor Holdco Member will once again be eligible to nominate an Investor Director pursuant to this Section 7.3.

  • In connection with such Nomination Waiver, such Nominating Investor Holdco Member shall promptly (but no later than the next Business Day following the date of the Nomination Waiver) cause any Investor Director nominated by such Nominating Investor Holdco Member then serving on the Board (if applicable) to resign from the Board.

Related to Nomination Waiver

  • Nomination Date as herein used means twenty-fifth (25th) of the month preceding the movement; provided that if the twenty-fifth (25th) of such month falls on a weekend, the date shall be the preceding workday, and further provided that if the twenty-fifth (25th) of such month falls on a holiday the date shall be two (2) workdays prior to the holiday.

  • Nomination means a request by a Shipper to Carrier to transport a stated quantity of Crude Petroleum on the Pipeline for the account of such Shipper in any month.

  • 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.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Independent Counsel as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).