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) If requested in writing by Dolphin on or before the Initial Standstill Period (defined below)(which request may be made only one time during this period) (the “Request”), the Board shall increase the authorized number of directors and appoint Xxxxxx X. Xxxxxx (the “Dolphin Director”) as a member of the Board of Directors of the Company (“Board”) to fill the vacancy created thereby and as a member of the Governance Committee and Compensation Committee of the Board, provided that, on the date of such request, Dolphin beneficially owns in the aggregate at least 4.5% of the then outstanding shares of common stock of the Company (the “Common Stock”). If at any time that the Dolphin Director is serving on the Board, Dolphin sells Common Stock such that it ceases to beneficially own in the aggregate at least 4.5% of the then outstanding Common Stock, the Dolphin Director shall immediately submit his resignation as a Board member and as a member of any committee upon which he serves. If the Board determines to accept the resignation, it shall provide a reason to Dolphin for such acceptance. For avoidance of doubt, such resignation may be accepted in the sole discretion of the Board for no reason other than such reduction in ownership. If the Dolphin Director is appointed to the Board, the Dolphin Director may not be removed by the Board at anytime prior to the 2016 Annual Meeting (as defined below), other than for cause or as a result of Dolphin selling Common Stock such that it ceases to beneficially own in the aggregate at least 4.5% of the then outstanding Common Stock. For avoidance of doubt, nothing herein shall require the Board to nominate the Dolphin Director for election to the Board at the 2016 annual meeting of shareholders of the Company (“2016 Annual Meeting”), but if the Dolphin Director is serving on the Board at such time as the Governance Committee and Board makes its determination of Board nominees in respect to the 2016 Annual Meeting, the Dolphin Director will be considered using the same standards used for other Board nominees, including those recommended by a shareholder of the Company. If the Request is made (i) prior to February 27, 2015 and not subsequently withdrawn prior to the date that is at least twenty calendar days prior to the initial filing of the Company’s proxy statement for the 2015 Annual Meeting (as defined below) (the “Filing Date”), the Company will, or (ii) on or after February 27, 2015 but at least twenty calendar day...
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 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. 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. 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 directors then in office, the Board shall meet at least quarterly in accordance with an agreed- upon schedule. The Company shall reimburse the directors for all reasonable and documented out-of-pocket expenses (consistent with Company policies) incurred in connection with attending meetings of the Board. Each Preferred Director shall be entitled in such person’s discretion to be a member of any committee of the Board of 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. 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 or any other activities of the Board of Directors that are requested by the Company and involve expenses. As soon as reasonably practicable, the Company shall cause to be established and will thereafter maintain, a compensation committee, which shall include at least two of the Preferred Directors then serving, if any, for the purposes of, among other things, reviewing and determining the compensation of the Company’s executive officers. 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. 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.
Board Matters. Until such time as all Notes have been either fully repaid or fully converted into Common Stock, Issuer will maintain a board comprised of 7 (seven) directors and will use all reasonable efforts to keep all board positions continuously filled with suitably qualified individuals, and to keep vacancies to a minimum, so as to provide Issuer with adequate corporate governance resources. During such period, Issuer will also procure and maintain directors and officer’s liability insurance with customary liability limits and coverage terms. For purposes of this Section 4.2.1, a suitably qualified director candidate will be someone (1) with qualifications and strengths that balance and complement the qualifications and strengths of other board members, (2) who possesses independence, knowledge, judgment, character, leadership skills, requisite education and relevant experience, and (3) who has a high moral standing and is not currently and has not previously been the subject of any Proceedings, whether or not convicted of any wrongdoing, that call into question such person’s character, judgment or integrity. Notwithstanding the foregoing, so long as any principal or interest on any of the Notes is outstanding, the holders of the Notes shall have the right to appoint a non-voting representative (the “Observer”) to attend meetings of the board of directors of the Issuer, to change the representative so appointed at any time and, upon the resignation of such representative for any reason, to reappoint such a representative. Issuer shall provide the Observer with a copy of any materials to be distributed or discussed at such meetings at the same time as provided to members of the Board. Nothing herein shall require Issuer to change the place or time of any meeting for which notice has been provided by Issuer to the Observer simultaneously with that provided to Issuer’s directors. Observer will be expected to conduct himself or herself in accordance with those reasonable rules of order applicable to members of Issuer’s board of directors and not otherwise to interfere with or disrupt the conduct of business by Issuer’s board of directors, and will be subject to dismissal (and subsequently replacement by his or her appointers) for failure to comply therewith. Upon presentation of reasonable documentation therefore, Issuer shall promptly reimburse the Observer for all reasonable and necessary out of pocket expenses actually incurred by the Observer in attending any meeti...
