Board Matters Sample Clauses

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. 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 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. Unless otherwise agreed by the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. (i) As soon as reasonably practicable, but in no event later than two (2) business days following the Effective Date, the Board, and all applicable committees of the Board, shall take such actions as are necessary to appoint Pxxxx X. Xxxxxxxxx (the “New Director”) to the Board as a Class III director with a term expiring at the 2022 Annual Meeting. The New Director will fill one (1) of the two (2) vacancies created by the resignations of each of Vxxxxx X. Xxxx, XX and Bxxxx X. Xxxxxx from the Board effective as of August 8, 2022. (ii) Prior to the appointment of the New Director, the Board shall determine whether the New Director is an “Independent Director,” as defined in The Nasdaq Stock Market LLC Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, prior to and as a condition to the appointment of the New Director, the Driver Parties must first satisfy the obligations set forth in Section 2 hereof and the New Director shall (A) be required to promptly provide to the Company any information required to be, or that is 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 related to satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors) and other reasonable and customary director onboarding documentation (substantially in the form completed by the Company’s incumbent non-management directors); (B) be interviewed by the Nominating Committee of the Board (the “Nominating Committee”) and be reasonably acceptable to the Nominating Committee and the Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates); (C) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (D) obtain clearance to serve as a director of the Company from the Pennsylvania Department of Banking and Securities.

Board Matters. (a) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing the size of the Board from six to eight directorships, and appoint the Xxxxxxx Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the Xxxxxxx Designees, including any Xxxxxxx Designee replacement, as applicable, and no more than five additional nominees (together with the Xxxxxxx Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the Xxxxxxx Designees, or any Xxxxxxx Designee replacement(s), as applicable, and recommend the election of the Xxxxxxx Designees or any Xxxxxxx Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the Xxxxxxx Designees are first elected as members of the Board, the Board shall appoint Xx. Xxxxxx to the Audit C...

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. 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 committee of the Board of Directors.

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.