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.
Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and Delaware law, substantially concurrently with the execution of this Agreement, the Board shall take all necessary action to (i) cause or accept the resignation of three (3) current directors of the Company from the Board (the “Director Resignations”), effective five (5) business days following the announcement of this Agreement, and (ii) appoint each of Xxxxx Xxxxxxxx (the “XXXX Nominee”) and Xxxxx Xxxxxx (the “Mutual Nominee” and together with the XXXX Nominee, the “Agreed Nominees”) 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”) or until such person’s earlier death, resignation, disqualification or removal. Subject to satisfaction of the conditions set forth herein, the Agreed Nominees shall be appointed immediately following the Director Resignations. Notwithstanding the foregoing, the Agreed Nominees’ appointment to the Board shall be effective five (5) business days following the announcement of their appointment and this Agreement as provided for in Section 5 below. As a condition to, and prior to, the appointment of the Agreed Nominees as directors, each Agreed Nominee shall have completed, executed and delivered to the Company the Company’s 2022 Directors’ Questionnaire and the Representation and Agreement and such written consents reasonably requested by the Company as may be necessary or appropriate for the conduct of the Company’s vetting procedures applicable to directors, and shall have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to the Company’s directors, including the Company’s Code of Conduct, and agreed to provide the information regarding themselves 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 New York Stock Exchange (“NYSE”) rules and regulations. In addition, as a condition to, and prior to, the appointment of the XXXX Nominee, the XXXX Nominee shall have executed and delivered to the Company an irrevocable resignation as a director of the Company in the form attached hereto as Exhibit A (the “Irrevocable Resignation Letter”), it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant to the terms thereof, it shall be in the Board’s so...
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:
Board Nomination and Other Company Matters. (a) GAMCO hereby irrevocably withdraws its nominees submitted to the Company on November 13, 2018 and any and all related materials and notices submitted to the Company in connection therewith.
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”).
Board Nomination and Other Company Matters. (a) The Company hereby agrees that:
Board Nomination and Other Company Matters. (a) Subject to the terms set forth in Section 1(e), the Company and the Company’s Board of Directors (the “Board”) will take all necessary actions to nominate the TRT Nominee (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(e), 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 Nominee, (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 Nominee 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 Nominee 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 Nominee 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 Nominee as directors of the Company.
Board Nomination and Other Company Matters. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than two (2) business days following the execution of this Agreement:
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 Dx. Xxxxx Xxxxxxx, Dr. Bxxxx Xxxxxxxx, Dx.
Board Nomination and Other Company Matters. (a) Upon the execution of this Agreement, Engaged hereby agrees not to nominate any directors or bring any other business or proposals before or at the 2016 Annual Meeting of the Company’s stockholders.
