Board Appointments. (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that...
Board Appointments. (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) accept the resignations tendered by Xxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xx. and Xxxxxx Xxxxxx as Class II directors of the Company, who the Company hereby represents have submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately prior to the appointment of the Starboard Independent Appointees (as defined below) to the Board and (B) appoint R. Xxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx (each a “Starboard Independent Appointee” and collectively, the “Starboard Independent Appointees”) as Class II directors of the Company with terms expiring at the 2020 Annual Meeting. The Company agrees that it will nominate the Starboard Independent Appointees for election at the 2020 Annual Meeting as Class II directors with terms expiring at the Company’s 2023 Annual Meeting of Stockholders and will recommend, support and solicit proxies for the election of the Starboard Independent Appointees at the 2020 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of the Company’s other Class II director nominee. The Company shall use its reasonable best efforts to hold the 2020 Annual Meeting no later than August 30, 2020.
Board Appointments. 4 3.4 Conversion of Shares of Series B Common Stock into Shares of Original Common Stock ....................................................... 5 3.5 Number of Authorized Shares of Series B Common Stock ................ 6
Board Appointments. (i) The Company agrees that the Board and all applicable committees and subcommittees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to (A) accept the resignations of all existing members of the Board, such resignations to take effect immediately prior to the appointment of the Agreed Appointees (as defined below) to the Board, other than Xxxxx X. XxXxx, Xxxxxxx X. Xxxxx, Z. Xxxxx Xxxxx, and Xxxxx X. Xxxxxx (the “Continuing Directors”), and (B) nominate and appoint Xxxxxxx ‘Xxxxx’ Xxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxx Xxxxxxxxxxx, and Xxxxxxxx Xxxxxx (the “Agreed Appointees”) as directors of the Company. Until a Chairman or Executive Chairman of the Board is appointed in accordance with Section 1(b) below, Xxxxx X. Xxxxxx shall remain Chairman of the Board.
Board Appointments. Upon initial hiring for a supplemental head coaching position, the candidate shall be granted a two year contract. At the end of the first year, each candidate will be granted a one year extension if he/she receives a satisfactory evaluation. If he/she receives a satisfactory evaluation at the end of the first contract year, a one year contract extension will be recommended to the board for approval. The one year extension shall be based on the recommendation of the athletic director, the evaluation, and the coach's performance in light of the established goals for the preceding sports season and contingent upon board approval. Subsequent appointments to a one year term will follow the same criteria, and where reappointments are for a one year term, a plan for improvement may be implemented as a means of strengthening the coach's performance. All other appointments to coaching positions and activity sponsorship shall be for one year. Accordingly, the Board may authorize the posting of positions annually. The Board also retains the discretion to appoint an incumbent to a supplemental contract position without advertising. SHALER AREA SCHOOL DISTRICT No: 701.1 SECTION: PROPERTY TITLE: NAMING/RENAMING DISTRICT FACILITIES ADOPTED: DECEMBER 9, 2009 701.1. NAMING/RENAMING DISTRICT FACILITIES
Board Appointments. 9.1 The Chief Executive shall:
Board Appointments. (i) Promptly following execution of this Agreement, the Parties agree to cooperate to identify a mutually acceptable independent director (a “Founder Independent Designee”) who (A) is not the Founder, (B) has business, restaurant, marketing, technology, accounting, finance and/or other relevant experiences or expertise, (C) is acceptable to Founder and the Board, each in its sole and absolute discretion, (D) qualifies as “independent” pursuant to The Nasdaq Stock Market’s (“Nasdaq”) listing rules, (E) is independent of Founder and Starboard, (F) does not have a conflict of interest with the Company, and (G) satisfies the publicly disclosed corporate governance guidelines and policies with respect to service on the Board that are generally applicable to all directors of the Company (subject to any phase-in periods generally applicable to new directors, such as stock ownership requirements) (clauses (A)-(G), the “Eligibility Requirements”), to recommend for appointment as a director of the Company. Founder acknowledges that the Founder Independent Designee or proposed Founder Independent Designee may be required, if requested by the Company, to submit to the Company a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members generally. The Board shall make its determination and recommendation regarding whether a Founder Independent Designee meets the Eligibility Requirements promptly, and in any event within ten (10) business days, after such nominee has submitted to the Company the documentation required by the previous sentence. If the Board determines that a proposed Founder Independent Designee does not meet the Eligibility Requirements, the Parties agree to thereafter cooperate to identify another proposed Founder Independent Designee whose appointment shall be subject to meeting the Eligibility Requirements in accordance with the procedures described in this paragraph.
Board Appointments. Upon the resignation of the directors contemplated by Section 8.11, a board of directors consisting of (i) five (5) directors nominated by IPC Opco; and (ii) one (1) director nominated by Vasogen and acceptable to IPC Opco, acting reasonably, shall be nominated as the directors of the corporation resulting from the combination of the business of Vasogen and IPC to be effective following the Arrangement.
Board Appointments. On the Appointment Date, in accordance with the Charter and Bylaws, the Board shall appoint Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxx Xxxxx and Xxxxxx X. Xxxxxxxx (each, an “Investor Nominee”) as directors to fill the vacancies created by the newly created directorships resulting from the expansion of the Board contemplated by clause (a), in each case for a term expiring at the 2012 Annual Meeting.
Board Appointments. (i) The Company agrees that immediately following the execution of this Agreement, the Board shall take all necessary actions to increase the size of the Board from nine (9) to thirteen (13) directors and appoint Xxxxx X. Xxxx (“Xx. Xxxx”, or the “Starboard Appointee”), Xxxxxx X. Norwalk, Xxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (each an “Independent Appointee” and, together with the Starboard Appointee, the “Appointed Directors”) as directors of the Company. Prior to the date of this Agreement, each of the Appointed Directors has submitted to the Company a fully completed copy of the Company’s D&O Questionnaire and other onboarding materials.
