Common use of Additional Directors Clause in Contracts

Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Xxxxx X’Xxxxxxx and Xxxx Xxxxxxx (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Xxxxxxx Xxxxxxxx to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall each become a director of Arbinet in accordance with the terms of this Agreement, Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Xxxxxxx Xxxxxxx Policy.

Appears in 6 contracts

Samples: Settlement and Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc)

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Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2nd2 nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Xxxxx X’Xxxxxxx X'Xxxxxxx and Xxxx Xxxxxxx (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the "Class III Nominees") to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 's 2007 annual meeting of stockholders, and (ii) appoint Xxxxxxx Xxxxxxxx to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 's 2009 annual meeting of stockholdersstockholders . At such time as Xxxxx X’XxxxxxxX'Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall each become a director of Arbinet in accordance with the terms of this Agreement, Xxxxx X’XxxxxxxX'Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall agree in writing to be bound by the terms and conditions of Arbinet’s 's policies applicable to directors, including, without limitation, Arbinet’s 's Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Xxxxxxx Xxxxxxx Policy.

Appears in 1 contract

Samples: Settlement Agreement (Singer Karen)

Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Xxxxx X’Xxxxxxx and Xxxx Xxxxxxx (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Xxxxxxx Xxxxxxxx to fill the newly created directorships directorship on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall each become a director of Arbinet in accordance with the terms of this Agreement, Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Xxxxxxx Xxxxxxx Policy.

Appears in 1 contract

Samples: Settlement and Standstill Agreement (Arbinet Thexchange Inc)

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Additional Directors. The Stockholders Stockholder and Arbinet agree that as promptly as practicable (but in no event more than the second (2nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Xxxxx X’Xxxxxxx and Xxxx Xxxxxxx (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Xxxxxxx Xxxxxxxx to fill the newly created directorships directorship on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall each become a director of Arbinet in accordance with the terms of this Agreement, Xxxxx X’Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Xxxxxxx Xxxxxxx Policy.

Appears in 1 contract

Samples: Settlement and Standstill Agreement (Arbinet Thexchange Inc)

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