Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be Xxxxxx Xxxxx.
(b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause Xxxxxx Xxxxx to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026).
(c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative:
(i) increase the size of the Board of Directors in excess of eleven (11) members; or
(ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors.
(d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of th...
Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board.
(b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents.
(c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected.
(d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a).
(e) Each Shareholder Nominated Directo...
Board Matters. (i) Prior to the execution of this Agreement (i) the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Directors to serve as members of the Board and (ii) the Board has determined that each of the New Directors are “independent” as defined by the listing standards of NASDAQ. 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 (i) cause the Board to increase the size of its membership from seven (7) to nine (9) members; (ii) appoint New Director A as a director of the Company in Class III with a term expiring at the Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”); (iii) appoint New Director B as a director of the Company in Class I with a term expiring at the Company’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”); and (iv) cause the Board to decrease the size of its Class II membership by one, effective upon the conclusion of the 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), such that only eight (8) directors are serving on the Board upon the conclusion of the 2016 Annual Meeting of Shareholders; provided that, for the avoidance of doubt, nothing contained herein shall restrict the Board from increasing its size or the size of any class at any time thereafter.
(ii) At the 2017 Annual Meeting, the Company agrees to nominate New Director A (or any replacement for New Director A who has been appointed to the Board pursuant to Section 1(e) hereof) in the same manner and for the same term as the Company’s other Class III directors who are up for election at the 2017 Annual Meeting and recommend, support and solicit proxies for the election of New Director A (or any applicable replacement) in the same manner as the Company has supported its nominees up for election at prior annual meetings of shareholders at which the election of directors was uncontested; provided that, for the avoidance of doubt, if the shareholders of the Company approve, at the 2016 Annual Meeting, a binding proposal from the Company to declassify the Board such that the Class III directors stand for election at the 2017 Annual Meeting for a term that expires at the conclusion of the 2018 Annual Meeting, then New Director A shall stand for election at the 2017 Annual Meeting for a term that expires at the conclus...
Board Matters. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. Unless otherwise determined by the vote of a majority of the non-employee directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse all non-employee directors for their actual and reasonable out-of-pocket travel and other expenses incurred in attending meetings of the Board or any committee thereof.
Board Matters. (i) The Board and all applicable committees of the Board shall promptly take all necessary actions to:
(1) increase the size of the Board by two (2) director seats and appoint each of the New Directors as a director of Merrimack with a term expiring at the 2019 annual meeting of stockholders of Merrimack (the “2019 Annual Meeting”) or at such time when such New Director’s successor is duly elected or appointed in accordance with Merrimack’s Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”) and applicable law;
(2) set the size of the Board at five (5) directors effective as of the 2019 Annual Meeting and nominate the New Directors (or any Replacements pursuant to Section 1(d)) and Xxxx X. Xxxxxxx, Ulrik X. Xxxxxxx, and Xxxxxxx X. Xxx (together with Xx. Xxxxxxx and Xx. Xxxxxxx, the “Company Nominees”) as the only Merrimack candidates for election to the Board at the 2019 Annual Meeting, each with a term expiring at the 2020 annual meeting of stockholders of Merrimack; provided, however, that as a condition to Merrimack’s obligation to nominate each of the New Directors (or any Replacement) for reelection at the 2019 Annual Meeting, each New Director (or any Replacement) shall be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed copy of Merrimack’s director candidate questionnaire, in each case, as promptly as necessary to enable the timely filing of Merrimack’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); shall have complied at all times with the Company Policies (as defined below); and shall consent to appropriate background checks comparable to those undergone by other non-management directors of Merrimack; and
(3) form a special committee of the Board committed to, among other things, analyzing and evaluating the Company’s strategy and expenses (such special committee, the “Strategy and Expense Committee”), which shall be comprised of three (3) Board members, two (2) of whom shall be the New Directors (or their respective Replacements). The Strategy and Expense Committee shall be chaired by a New Director (or a Replacement) and shall take action by th...
Board Matters. The Company shall reimburse the nonemployee directors and the Board Observers for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee.
Board Matters. Unless otherwise determined by the vote of a majority of the Board, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company's travel policy) in connection with attending meetings of the Board. The Board may establish such committees of the Board as it considers appropriate, each of which shall consist solely of non-management directors.
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.
