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.
(ii) If a Founder Independent Designee is recommended for appointment as a director of the Company and the Board determines that such Founder Independent Designee meets the Eligibility Requirements on or prior to March 22, 2019, the Company agrees that, subject to the Founder Independent Designee’s continued satisfaction of the Eligibility Requirements, (A) the Board and all applicable committees of the Bo...
Board Appointments. Effective upon the Closing Date, the Holdco Board Appointments shall be effected in accordance with Section 6.14.
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. (a) The Company shall exercise all authority under applicable law to cause Dr. Ray Irani and Stephen I. Chazen to be appointed as directors xx xxx Xxmpany xxxxxxxxx xx xx the date hereof. The Parties agree that if either such individual is at any time unable, unwilling or not qualified to serve as a director of the Company, neither Occidental, its Subsidiaries nor any other Person shall have the right to name a substitute or to require that a different individual be appointed to the Board of Directors.
(b) The Company shall exercise all authority under applicable law to cause any slate of directors presented to the stockholders of the Company for election to the Board of Directors to include both Dr. Ray Irani and Stephen I. Chazen, so long as they are qualifiex xx xxxxx, unxxx Xxxxxxxxxx xxd its Subsidiaries beneficially own in the aggregate, directly or indirectly, less than 17 million shares of Common Stock (excluding for purposes of this Section 3.3(b), shares to be issued to OCHC or its Wholly Owned Affiliates upon exercise of a Warrant), from which time until the Termination Date for Occidental and its Wholly Owned Affiliates only one of such individuals (to be determined in the sole discretion of the Company) shall be entitled to a seat on the Board of Directors.
Board Appointments. 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 the current Class I members of the Board (as disclosed in the Company’s proxy statement with respect to its 2020 annual meeting of shareholders) as 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 New Directors (as defined below) to the Board and (B) appoint Xxxxx Xxxxxxxx and Xxxxxxx X. Xxxxxx (each a “New Director” and collectively, the “New Directors”) as Class I members of the Board, each with a term expiring at the 2021 Annual Meeting. The Company agrees that it will nominate the New Directors for election at the 2021 Annual Meeting as directors and will recommend, support and solicit proxies for the election of the New Directors at the 2021 Annual Meeting in the same manner as it traditionally recommends, supports and solicits proxies for the election of the Company’s other director nominees.
Board Appointments. (i) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to (A) withdraw the nomination of Xxxxx X. Xxxxxxxx for election to the Board at the 2018 Annual Meeting, (B) accept the resignation tendered by Xxxxxx X. Xxxxxxx as a director of the Company and withdraw Xx. Xxxxxxx’x nomination for election to the Board at the 2018 Annual Meeting, (C) increase the authorized size of the Board to ten (10) directors upon the execution of this Agreement until the 2018 Annual Meeting, (D) increase the authorized size of the Board to twelve (12) directors from and after the date of the 2018 Annual Meeting, (E) nominate and appoint Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx (collectively, the “Initially Appointed Directors”) as directors of the Company and (F) nominate, upon mutual agreement with the Icahn Group, Xxxxxxx Xxxx Xxxxxx for election to the Board at the 2018 Annual Meeting (the “Nominee” and, together with the Initially Appointed Directors, the “Appointed Directors”).
(ii) The Company agrees that (i) the Board shall nominate the following individuals, and shall only nominate the following individuals, for election to the Board at the 2018 Annual Meeting for terms expiring at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”): Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Crew, Xxxxx X. Icahn, Xxxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, the Appointed Directors (or any Starboard Replacement Director (as defined below)), any Replacement (as defined in the Icahn Agreement) and any replacement selected by the Company (such Company replacement right shall not extend to the New Independent Director or Icahn Designees (both as defined in the Icahn Agreement) or the Appointed Directors), if applicable (collectively, the “2018 NWL Slate”), and (ii) shall file, and, as necessary, mail, revised proxy materials in connection with the 2018 Annual Meeting and recommend, support and solicit proxies for the Appointed Directors at the 2018 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of the other nominees nominated by the Board for election as directors at the 2018 Annual Meeting.
(iii) If any Appointed Director (or any Starboard Replacement Director) is unable or unwilling to serve as a director or nominee and ceases to be a di...
Board Appointments. (i) In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the Company’s Amended and Restated By-Laws (the “By-Laws”) and applicable law, 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 by three (3) directors to a total of fourteen (14) directors; and
(B) appoint Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxxxxx (each a “New Director” and collectively, the “New Directors”) as members of the Board, each with a term expiring at the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). Three
Board Appointments. (i) The Company agrees that as promptly as practicable after the date hereof, the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to eleven (11) members (provided that the size of the Board shall automatically decrease to ten (10) members at the conclusion of the 2019 Annual Meeting) and (B) appoint to the Board Xxxx X.
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 increase the size of the Board from eight (8) to nine (9) and to appoint to the Board each of the following three individuals (each a “New Appointee”): Xxxxx X. Xxxx (“Xx. Xxxx” and any Starboard Replacement Director appointed as Xx. Xxxx’x replacement who is principally employed by Starboard, the “Starboard Appointee”), Xxx X.
Board Appointments. 9.1 The Chief Executive shall:
9.1.1 notify the governance entity of any upcoming ministerial appointments on Boards which the Minister for Arts, Culture and Heritage appoints to;
9.1.2 add the governance entity’s nominees onto Manatū Taonga/Ministry for Culture and Heritage’s Nomination Register for Boards, which the Minister for Arts, Culture and Heritage appoints to; and
9.1.3 notify the governance entity of any ministerial appointments to Boards which the Minister for Arts, Culture and Heritage appoints to, where these are publicly notified.
