Additional Governance Matters. Without limiting the generality of Section 8.02, each of the Legacy Class A Stockholders agrees that it shall vote its Class A Shares and any Class A Shares that it holds proxies or powers of attorney with respect to or execute consents, as the case may be, and take all other necessary action (including nominating and electing Director designees, and calling an annual or special meeting of Stockholders and causing their respective Director designees (if any) to vote for or approve or abstain from voting for or approving in respect of matters brought before the Board) in order to ensure that the composition of the Board is as set forth in this Article V and otherwise to give effect to the provisions of this Article V. The nominating committee of the Board shall only nominate the applicable Director designee designated by such Legacy Class A Stockholder or Majority-in-Interest entitled to designate such seat on the Board; provided, that such designee satisfies the applicable qualification requirements. Notwithstanding the foregoing provisions of this Article V, following the Registration Statement Effective Date, the rights of the Legacy Class A Stockholders under this Article V shall be subject to compliance with Applicable Governance Rules and, with respect to the compensation committee, subject to compliance with Section 162(m) of the Code and the related Treasury Regulations and Rule 16b-3 under the Exchange Act to the extent that the Board elects to satisfy Section 162(m)’s outside directors requirements or Rule 16b-3’s non-employee directors requirements.
Additional Governance Matters. (a) The Stockholders shall vote all of their shares of Common Stock and other voting Equity Securities and shall execute proxies or written consents, as the case may be, and shall take all other necessary action (including nominating and electing Director designees, and calling an annual or special meeting of stockholders and causing their respective Director designees (if any) to vote for or approve or abstain from voting for or approving in respect of matters brought before the Board) in order to ensure that the composition of the Board is as set forth in this Article IV and otherwise to give effect to the provisions of this Article IV and the other provisions of this Agreement.
(b) The Stockholders shall vote all of their shares of Common Stock and other voting Equity Securities and execute proxies or written consents, as the case may be, and shall take all necessary action reasonably available and within their power, to ensure that the Company Governing Documents both (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit the Parties to receive the benefits to which they are entitled under this Agreement. In the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Company Governing Documents, the Company and the Stockholders shall take all necessary action reasonably available within their power to amend the Company Governing Documents, as the case may be, to eliminate such ambiguity or conflict such that the terms of this Agreement shall prevail, to the extent permitted by applicable Law.
Additional Governance Matters. (a) The services specified in the Advisory Agreement with respect to Fund I shall be performed by DCM pursuant to the Advisory Agreement.
(b) DCM shall engage PM as a consultant to DCM for Fund I, and PM shall provide consulting services to DCM in accordance with the terms of the Consulting Agreement. During the marketing period for Fund I, DCM shall provide Investor with timely updates on fundraising efforts for Fund I, including, without limitation, a list of prospective investors on a quarterly basis and in any event prior to such prospective investor’s admission to Fund I. Investor shall have the right to reject any prospective investor in Fund I if Investor can demonstrate a reasonable basis for such rejection.
(c) None of DCM, DFR or any DFR Affiliate shall amend or waive any provision of any Restrictive Covenant Agreement without the consent of Investor. In the event DCM in good faith elects not to pay severance pursuant to section 4(b) of any Restrictive Covenant Agreement, the Investor shall have the right to cause DCM to make severance payments in accordance with the provisions thereof in such amounts as determined by the Investor, provided that the Investor shall reimburse DCM for all severance payments it causes DCM to pay pursuant to this clause (c).
(d) DCM shall not retain any sub-adviser or any consultant that shares in any portion of the Fund I advisory fees (other than PM) to Fund I without Investor’s consent.
(e) During Fund I’s investment period, DCM and DFR shall, and DCM shall cause each Key Investment Professional to, and DFR shall cause each DFR Affiliate to, offer to Fund I investment opportunities that are presented to such Person that are consistent with Fund I’s investment objectives to the extent set forth in DCM’s Allocation Policy (attached as exhibit A to the Fund Investment Protocol).
(f) Neither Fund I nor DLC GP shall engage in transactions with DCM or any DFR Affiliate thereof relating to Fund I to the extent such transactions are prohibited by DCM’s Related Party Transaction Policy (attached as exhibit B to the Fund Investment Protocol).
(g) DCM shall provide the annual budget of DCM (solely as it relates to Fund I) to Investor for its review and consent at least 30 days prior to the commencement of the fiscal year to which such budget relates (and if Investor does not consent to such budget, the last budget approved by Investor shall remain in effect until DCM and Investor agree otherwise). Such budgets of DCM (solely ...
Additional Governance Matters. (a) [Intentionally Omitted]
(b) [Intentionally Omitted]
(c) None of DCM, DFR or any DFR Affiliate shall amend or waive any provision of any Restrictive Covenant Agreement without the consent of Investor.
(d) [Intentionally Omitted]
(e) [Intentionally Omitted]
(f) [Intentionally Omitted]
(g) [Intentionally Omitted]
(h) [Intentionally Omitted]
(i) [Intentionally Omitted]
(j) [Intentionally Omitted]
Additional Governance Matters. A. SIBV, MSLEF and Mr. Stone will vote all shares of JSC Common Stock held by them or txxxx xxxxidiaries in support of each other's Board Designees in accordance with the Voting Agreement.
B. Prior to the mailing of the Proxy Statement, each of SIBV, Stone and MSLEF will designate the individuals who will become members of the Board of Directors upon consummation of the Merger.
C. The initial Chairman shall be Dr. Michael W. J. Smurfit.
D. The initial Chief Executive Officer shalx xx Xx. Xxxxr W. Stone.
E. The initial Executive Vice President-Deputy Xxxxx Xxxxxxxxx xhall be Mr. Raymond M. Curran.
F. The initial Chief Financial Officer shalx xx Xx. Xxxxxxx X. Moore. EXHIBIT F REGISTRATION RIGHTS AGREEMENT among MORGAN STANLEY LEVERAGED EQUITY FUND II, INC., XMXXXXX XNTERNATIONAL B.V., JEFFERSON SMURFIT CORPORATION and THE OTHER PARTIES IDENTIFIED ON THE SIGNATURE PAGES HERETO Dated as of May 10, 1998 TABLE OF CONTENTS --------------
Additional Governance Matters. The Parties shall effectuate the additional governance matters set forth in Sections 5.2 and 5.3 of the Stockholders Agreement, in each case so as to cause the governance matters set forth therein to be implemented and effective as of the Closing.
Additional Governance Matters
