Examples of Xxxxxxxx Designee in a sentence
The Company shall not establish a committee with the authority to act on all or substantially all matters on which the Board of Directors may act (commonly known as an "executive committee") without the consent of a majority of the Xxxxxxxx Designee and the GSS Designees as a single group.
The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.
The Nominating Committee shall nominate all persons (other than the Pagon Designees, the Xxxxxxxx Designee and the GSS Designees) to serve as directors, which nominee shall be subject to election by the shareholders of the Company or subject to appointment by the Board of Directors to fill vacancies.
Any director may be removed by the shareholders of the Company in the manner provided by law, except that no Xxxxxxxx Designee or GSS Designee may be removed without the written consent of the party that designated him unless such party shall have ceased to have the right to designate a director pursuant to Section 4.1. Section 2.1 shall apply to this Section 3.7.
Novartis MIP payment to Xxxxxxxx Designee shall relieve MIP of any identical payment to Xxxxxxxx.
During the term of this Agreement, each Holder of Shares agrees to vote all Shares in such manner as may be necessary to elect (and maintain in office) as members of the Company's Board of Directors two (2) Chicago Designees (as defined below), one (1) New York Designee (as defined below) and one Xxxxxxxx Designee (as defined below) as the Preferred Directors.
No Whitney Designee or Xxxxxxxx Designee, respectively, may be removed from the Board without the vote or consent of a majority of the holders of the Whitney Securities or the Xxxxxxxx Securities, as applicable, absent fraud or willful misconduct by such individual.
If a Xxxxxxxx Designee becomes a member of the board of directors or similar governing body of any Restricted Person, such Xxxxxxxx Designee shall, and the Xxxxxxxx Stockholders shall use their reasonable best efforts to cause such Xxxxxxxx Designee to, promptly tender to the Board his or her resignation as a Director.
Until the date on which the Xxxxxxxx Stockholders cease to Beneficially Own at least 25% of the Outstanding Shares in the aggregate, the Xxxxxxxx Majority shall have the right to require, and the Board shall (if requested by the Xxxxxxxx Majority) cause, each Committee to contain at least one Xxxxxxxx Designee as a member, subject to applicable Law and meeting the qualifications required for service on the applicable Committee.
The Xxxxxxxx Designee chosen to serve on any Committee pursuant to this Section 2.5 shall be determined by a majority of the non-Xxxxxxxx Designee Directors.