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.
Appears in 2 contracts
Samples: Agreement (Starboard Value LP), Agreement (Forest City Realty Trust, Inc.)
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 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.
Appears in 2 contracts
Samples: Agreement (Forest City Realty Trust, Inc.), Agreement (Scopia Capital Management Lp)