Board Composition and Other Company Matters Sample Clauses

Board Composition and Other Company Matters. (a) Recommendation of Class 1 Series A Director. Pursuant to Section 13(c) of that certain Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Lifecore Biomedical, Inc. (the “Series A Certificate of Designation”), Wynnefield Capital Management, LLC (“WCM”) designates Xxxxxxxxxxx Xxxxx (the “Class 1 Series A Director”) for election to the Board as a Series A Preferred Director (as defined in the Series A Certificate of Designation) at the Company’s annual meeting of stockholders for the 2024 fiscal year (the “2024 Annual Meeting”). The Board hereby, on a one-time basis, waives compliance with the notice deadline established in Section 2.5 of the Amended and Restated Bylaws of Lifecore Biomedical, Inc. (the “Bylaws”) in connection with such designation. Subject to, and conditioned upon, (i) receipt by the Company of a written designation of Xxxxxxxxxxx Xxxxx by the two largest holders of Series A Preferred Shares as of the Effective Date and (ii) the satisfaction of the Preferred Stock Director Designation Right Condition (as defined in the Series A Certificate of Designation) as of immediately prior to the 2024 Annual Meeting (the “Class 1 Series A Director Qualification Conditions”), the Board, and all applicable committees of the Board, shall (A) take all necessary actions to nominate the Class 1 Series A Director as a director (or Class 1 director if applicable at such time) and as a Series A Preferred Director (as defined in the Series A Certificate of Designation) for election to the Board by the holders of the Series A Preferred Shares, voting separately as a class, at the 2024 Annual Meeting with a term expiring at the Company’s annual meeting of stockholders for the 2026 fiscal year (the “2026 Annual Meeting”), and until his or her successor is duly elected and qualified (or, if the Declassification Proposal (as defined below) is approved by the Company’s stockholders at the 2023 Annual Meeting and the Declassification Amendment (as defined below) is subsequently filed and accepted by the Secretary of State of the State of Delaware prior to the 2024 Annual Meeting, with a term expiring at the 2025 Annual Meeting, and until his or her successor is duly elected and qualified), (B) to list the Class 1 Series A Director in the Company’s proxy statement and proxy card prepared, filed with the SEC and delivered to the Company’s stockholders in connection with the 2024 Annual Meeting and to solicit proxies for the...
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Board Composition and Other Company Matters. (a) 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 to eight (8) directors and shall appoint Xxxxxx Xxxx (the “New Director”), who shall fill the vacancy resulting from the newly created directorship, to the Board with a term expiring at the Company’s fiscal year 2025 annual meeting of stockholders (including any adjournments or postponements thereof and any meetings which may be called in lieu thereof, the “2025 Annual Meeting”).
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Board Composition and Other Company Matters. (a) The Company and the JCP Parties agree as follows:
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Board Composition and Other Company Matters. (a) Immediately upon execution of this Agreement, the Board, and all applicable committees of the Board, shall take all necessary actions to appoint each of Xxxxxxx Xxxxxxxxxxxxx and Xxxxxxx Xxxxxxx (each a “GP Director” and together, the “GP Directors”) to the Board, who shall fill two (2) vacancies resulting from two (2) prior resignations from the Board, with terms of each GP Director expiring at the Company’s 2024 annual meeting of stockholders (including any adjournments or postponements thereof and any meetings which may be called in lieu thereof, the “2024 Annual Meeting”). The Company represents that as of the Effective Date it has received and accepted the previously submitted notices of resignation of two (2) incumbent directors of the Company. (b) As promptly as practicable following execution of this Agreement, the Board, and all applicable committees of the Board, shall direct the Board’s Nominations and Corporate Governance Committee (the “NCG Committee”) to conduct a search for a gender diverse director to appoint as a new director to the Board (the “Additional Director”). The Additional Director shall be mutually agreed upon by the incumbent directors and the GP Directors; provided, however, that neither Party’s consent or agreement shall be unreasonably withheld, conditioned or delayed. (c) Xxxxx to the appointment of the Additional Director, the Board, and all applicable committees of the Board, shall take all necessary actions to increase and fix the authorized maximum size of the Board to eight (8) directors (the “Board Size”), and
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Board Composition and Other Company Matters. (a) Immediately upon execution of this Agreement, the Board, and all applicable committees of the Board, shall take all necessary actions to appoint each of Xxxxxxx Xxxxxxxxxxxxx and Xxxxxxx Xxxxxxx (each a “GP Director” and together, the “GP Directors”) to the Board, who shall fill two (2) vacancies resulting from two (2) prior resignations from the Board, with terms of each GP Director expiring at the Company’s 2024 annual meeting of stockholders (including any adjournments or postponements thereof and any meetings which may be called in lieu thereof, the “2024 Annual Meeting”). The Company represents that as of the Effective Date it has received and accepted the previously submitted notices of resignation of two (2) incumbent directors of the Company.
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Board Composition and Other Company Matters 
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Related to Board Composition and Other Company Matters

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

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