Purchaser Nominee definition
Examples of Purchaser Nominee in a sentence
If at any time during the period when the Purchaser Nominee(s) have a right to be appointed to the Board pursuant to this Section 2, there shall occur a vacancy in the Board seat previously occupied by a Purchaser Nominee by reason of resignation, removal, death or incapacity, then such vacancy shall be filled by another Purchaser Nominee designated in accordance with this Section 2.
The Company shall not amend, or permit to be amended, its certificate of incorporation or bylaws in any manner that is inconsistent with, or conflicts with, this Section 5.4 or the right of the Purchaser to appoint a Purchaser Nominee to the CEI Board pursuant to this Section 5.4.
Notwithstanding the foregoing, the election and appointment of each Purchaser Nominee shall be subject to all legal requirements regarding service as a director of the Company and to the approval of the nominating and corporate governance committee of the CEI Board, which approval will not be unreasonably withheld or delayed.
Each Purchaser Nominee must be eligible to serve on a NYSE-listed company board of directors under applicable Law, Commission rules, the New York Stock Exchange rules, and the nomination criteria policies of the Corporate Governance and Nominating Committee of the Board of Directors in effect as of the date of this Agreement.
If prior to the end of the term of any member of the CEI Board that is a Purchaser Nominee, a vacancy in the office of such director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy may be filled by the Purchaser with another Purchaser Nominee, and the Purchaser shall have the right to replace any Purchaser Nominee, at any time, with or without cause.