Additional New Director Sample Clauses

Additional New Director. The Company and the D. E. Shaw Parties shall use their reasonable best efforts to promptly identify and mutually agree upon one additional director (the “Additional New Director”) to be appointed as a member of the Board, with the goal of the parties that such Additional New Director will be identified, mutually agreed and appointed to the Board no later than July 19, 2022 (the “Target Date”), provided that if by the Target Date the Additional New Director has not been so identified, mutually agreed and appointed to the Board the parties shall continue to use their reasonable best efforts to identify, mutually agree and appoint such Additional New Director to the Board as soon as reasonably practicable after such date. The Governance, Safety, and Public Policy Committee of the Board (the “Governance Committee”) in accordance with and subject to the Company Policies (as defined below), the charter of the Governance Committee and the Company’s policies and procedures of general application to members of the Board and applicable law shall take (or shall have taken) such actions, along with the Board and all applicable committees thereof, as are necessary to appoint the Additional New Director as a member of the Board. In the event the Additional New Director is identified and mutually agreed upon prior to the mailing of the Company’s proxy statement for the 2022 Annual Meeting, the Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate the Additional New Director for election as a director of the Company at the 2022 Annual Meeting, together with the other persons included in the Board’s slate of nominees for election as directors at the 2022 Annual Meeting (including the New Directors), with a term expiring at the 2023 Annual Meeting, and will (i) recommend that the stockholders of the Company vote to elect the Additional New Director as a director of the Company at the 2022 Annual Meeting and (ii) support and solicit proxies for the election the Additional New Director to serve for a one- year term in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2022 Annual Meeting. If the Additional New Director is identified and mutually agreed upon after the mailing of the Company’s proxy statement for the 2022 Annual Meeting, the Company and the D.E. Shaw Parties will work together in good faith to determine, and to...
Sample 1
Additional New Director. At any time during the Restricted Period, VIEX shall have the right to identify one independent director for appointment to the Board (the “Additional Designee”). The Additional Designee must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. At VIEX’s option, VIEX can elect to have the Additional Designee: (i) be included in the Board’s slate for election at the 2020 Annual Meeting or (ii) replace Xxxxxxx X. Xxxxxxxx as a director on the Board, in which case, no later than 15 days after being identified to Company, Company will take all action necessary to cause (1) the resignation of Xxxxxxx X. Xxxxxxxx from the Board; and (2) the appointment of the Additional Designee to the Board.
Sample 1Sample 2
Additional New Director. Company and SevenSaoi acknowledge that they will cooperate to identify and mutually agree upon an additional person to join the Board as a director (the “Agreed Director”) by a date intended to be no later than Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). The Agreed Director must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The Nasdaq Stock Market.
Sample 1Sample 2
Additional New Director. As promptly as practicable following the execution of this Agreement (and in any event, within two (2) business days after the date hereof), the Board will take all action necessary to appoint Xxxxxx Xxxxxxxxxx to the Board (the “Additional New Director” and together with the Investor Nominee, the “New Directors”)). The Board shall include such Additional New Director as a nominee for the Board in the Proxy Statement and shall recommend and solicit proxies for the election of the Additional New Director at the 2018
Sample 1
Additional New Director. Following the 2017 Annual Meeting (but in any event prior to the time that the Company files with the SEC its definitive proxy statement for the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”): (i) the Nominating and Corporate Governance Committee will identify an additional director who shall be subject to approval by the Investors, which approval shall not be unreasonably withheld or delayed (the “Additional New Director,” and together with the Initial New Director, the “New Directors”), to join the Board and (ii) the Board shall take such actions as are necessary to increase the size of the Board by one (1) directorship and appoint the Additional New Director to fill the vacancy so created. The Additional New Director shall qualify as Independent and satisfy the Board membership criteria set forth in the Company’s Corporate Governance Guidelines. Notwithstanding anything herein to the contrary, in the event that the Investors submit to the Company a notice of their intention to nominate any individuals for election as directors, or propose other business, at the 2018 Annual Meeting or engage in any “solicitation” (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors or any other matter or proposal or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents, at the 2018 Annual Meeting, the Company’s obligations pursuant to this paragraph 1(c) and paragraphs 5 and 9 (with respect to the 2018 Annual Meeting) shall cease, effective immediately.
Sample 1
Additional New Director. After August 25, 2019, and prior to the expiration of the Restricted Period, VIEX will have the right to recommend one independent director (the “Additional Designee”) for appointment to the Board. The Additional Designee must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. No later than 15 days after being identified to Company, Company will take all action necessary to cause (a) the resignation of Xxxxxxx X. Xxxxxxxx from the Board; and (b) the appointment of the Additional Designee to the Board.
Sample 1

Related to Additional New Director

  • Additional Mandatory Registrations The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC; provided that after two rejections by the SEC of Additional Registration Statements, the Company shall not be required to file Additional Registration Statements more frequently than once per sixty day period commencing subsequent to the second rejection. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its commercially reasonable efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Additional Capital The Member shall not be obligated to make any Capital Contributions other than the initial Capital Contributions specified in Section 3.2.

  • Supported Initial and Renewal Registration Periods a. Initial registrations of Registered Names (where available according to functional specifications and other requirements) may be made in the registry for terms of up to ten years. b. Renewal registrations of Registered Names (where available according to functional specifications and other requirements) may be made in the registry for terms not exceeding a total of ten years. c. Upon change of sponsorship of the registration of a Registered Name from one registrar to another, according to Part A of the ICANN Policy on Transfer of Registrations between Registrars, the term of registration of the Registered Name shall be extended by one year, provided that the maximum term of the registration as of the effective date of the sponsorship change shall not exceed ten years. d. The change of sponsorship of registration of Registered Names from one registrar to another, according to Part B of the ICANN Policy on Transfer of Registrations between Registrars shall not result in the extension of the term of the registration and Registry Operator may assist in such change of sponsorship.

  • Additional CPV code(s 80000000 - Education and training services 80100000 - Primary education services 80110000 - Pre-school education services 80200000 - Secondary education services 80212000 - Vocational secondary education services 80310000 - Youth education services 80340000 - Special education services 85000000 - Health and social work services 85300000 - Social work and related services

  • Initial Mandatory Registration The Company shall prepare, and, as soon as practicable, but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC. The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Additional Funding If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Additional Notices (a) For so long as the Investor Certificates shall be outstanding, the Seller agrees to provide Fitch with the notice provided to each Rating Agency in subsection 2.06(c)(i) and agrees to provide to Fitch and Standard and Poor's the Opinion of Counsel provided to Moody's pursuant to subsection 2.06(c)(vi), in each case in the times and the manner provided for in such subsections. (b) The Seller shall notify the Collateral Interest Holder promptly after becoming aware of any Lien on any Receivable other than the conveyances under the Agreement. The Seller will notify the Collateral Interest Holder of any merger, consolidation, assumption or transfer referred to in Section 7.02. SECTION 16. Additional Representations and Warranties of the Servicer. MBNA America Bank, National Association, as initial Servicer, hereby makes, and any Successor Servicer by its appointment under the Agreement shall make the following representations and warranties: (a) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Series Supplement by the Servicer and the performance of the transactions contemplated by this Series Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect.

  • Additional Notes (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).