Board Nomination and Other Company Matters Sample Clauses

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws and Delaware law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company...
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Board Nomination and Other Company Matters a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed b...
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Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated By-Laws (“By-laws”) and Delaware law, the Company agrees that, at the meeting of the Board of Directors of the Company (the “Board”) on February 16, 2019, the Board will increase the size of the Board to nine members, effective at the 2019 annual meeting of the Company’s stockholders (the “2019 Annual Meeting”). (b) The Company agrees that, provided that the Investor Nominee shall have completed and executed the Company’s Directors’ Questionnaire, agreed to comply with all current and future policies, procedures, codes, rules, standards, guidelines and confidentiality obligations applicable to all of the Company’s directors (or any applicable subset thereof), provided the information regarding himself that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange (“NYSE”) rules and regulations and provided such other customary information as reasonably requested by the Company: i. at the 2019 Annual Meeting, the Board will nominate the Investor Nominee (other than in the case of the inability of such person to serve), together with the other persons included in the Company’s slate of nominees for election as director at the 2019 Annual Meeting in accordance with this Section 1(b), as directors of the Company, with a term expiring at the 2020 annual meeting of the Company’s stockholders (the “2020 Annual Meeting”); ii. the Board will recommend that the stockholders of the Company vote to elect the Investor Nominee as director of the Company at the 2019 Annual Meeting; iii. the Company will use its reasonable best efforts (which will include the solicitation of proxies) to obtain the election of the Investor Nominee at the 2019 Annual Meeting (it being understood that such efforts will be not less than the efforts used by the Company to obtain the election of any other independent (as determined under the listing rules of NYSE) director nominee nominated by it to serve as a director on the Board at the 2019 Annual Meeting); and iv. if the Investor Nominee is elected as a director of the Company at the 2019 Annual Meeting, (a) at the 2020 Annual Meeting, the Board will nominate the Investor Nominee (other than in the case of the resignation, refusal or inability of such person to serve), together with the other persons included in the Company’s slate of nominees ...
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Board Nomination and Other Company Matters. (a) In accordance with the articles of association of the Company as currently in effect (the “Articles”) and English law: (i) each of Xx. Xxxxx Xxxxxxx, Dr. Xxxxx Xxxxxxxx, Xx.
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Board Nomination and Other Company Matters a. Promptly after the execution of this Agreement, the Company agrees that the Board of Directors of the Company (the “Board”) shall take all necessary actions to increase the size of the Board to eight directors and shall appoint Akradi as a director of the Company. b. Akradi acknowledges that all members of the Board, including Akradi, are required to comply with all laws, policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies, and corporate governance guidelines, and preserve, while serving on the Board and anytime thereafter, the confidentiality of Company business and information (including discussions of matters considered in meetings of the Board or Board committees). As long as Akradi complies with the Company’s securities trading policies and applicable law, Akradi may acquire additional shares of the Company’s common stock, par value $0.001, or dispose of any shares of such common stock he holds. For the avoidance of doubt, no provision of this Agreement and no action taken by the Board in connection herewith shall be construed as an approval by the Board for Mr. Akradi to become an “interested shareholder” pursuant to Section 302A.673 of the Minnesota Business Corporation Act. Akradi acknowledges that he shall be required to provide to the Company the information required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and such other information as reasonably requested by the Company from time to time. Akradi shall provide the Company with the information contemplated by this Section 1(b) with such other information concerning Akradi as is required to be disclosed under applicable law or stock exchange regulations. 2.
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Board Nomination and Other Company Matters. (a) As promptly as commercially reasonable following the Closing, in accordance with the Company’s Bylaws and Delaware law, the Board shall have caused the size of the Board to be increased to eight (8) members and appointed each of Xxx Xxxxx and Xxx-Xxxx Xxxxx (collectively, the “Nominees” and each, a “Nominee”) as a director for a term expiring at the 2023 annual meeting of the Company’s stockholders (the “2023 Annual Meeting”) or his earlier resignation, death or removal in accordance with the Company’s Bylaws. As a condition to the appointment of each Nominee, each Nominee completed and executed the Company’s director nominee questionnaire, and has agreed to comply with all applicable fiduciary duties, policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Xxxxxxx Xxxxxxx Policy, to provide the information regarding herself that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws and/or applicable NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company. (b) Until the 2023 Annual Meeting, the Company shall not increase the size of the Board in excess of eight (8) members and shall not decrease the size of the Board if such decrease would require the resignation of either Nominee. Nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the Bylaws of the Company and the laws of the State of Delaware.
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Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated By-laws (the “By-laws”) and Delaware law, the Board shall increase the size of the Board to fourteen (14) directors and appoint (i) Xxxx X. Xxxxxx Xx. (the “XXXX Nominee”) as an independent Company director in Class II for a term expiring at the 2022 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”); and (ii)
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Related to Board Nomination and Other Company Matters

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • 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.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company within 12 months of the Closing Date of any proceeds from the exercise of the Warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement. The Xxxxxx Warrants shall have the same terms as the Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 27, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the placement, but in no event more than $30,000 and only in the event the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

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