Board Nominations. (i) UCP shall (A) increase the authorized number of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx (the “Director Nominees”) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors.
(ii) The UCP Board shall recommend, and UCP shall support and solicit proxies for, the election of each of the Director Nominees, at the 2017 Annual Meeting.
(iii) Except as otherwise contemplated by Section 1(a)(i) above, at any time prior to the 2017 Annual Meeting, UCP shall not increase or decrease the authorized number of directors on the UCP Board.
(iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.
Board Nominations. 4.1 In the event the Investor, together with its Affiliates, holds directly or indirectly 5% or more, but less than 12%, of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointment by the Board in accordance with article 15.2 of the Articles and (b) the binding nomination by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least one of the non-executive members of the Board shall be a person nominated by the Investor.
4.2 In the event the Investor, together with its Affiliates, holds directly or indirectly 12% or more, but less than 18%, of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointments by the Board in accordance with article 15.2 of the Articles and (b) the binding nominations by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least two of the non-executive members of the Board shall be persons nominated by the Investor.
4.3 In the event the Investor, together with its Affiliates, holds directly or indirectly 18% or more of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointments by the Board in accordance with article 15.2 of the Articles and (b) the binding nominations by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least three of the non-executive members of the Board shall be persons nominated by the Investor.
4.4 In the event that the Investor has become entitled to nominate one or more persons pursuant to Clause 4.1(a), 4.2(a) or 4.3(a), and no general meeting at which the appointment of such nominee(s) (notwithstanding an appointment of such nominee(s) by the Board pursuant to article 15.2 of the Articles) could be voted upon is scheduled to take place within 180 days after the right to nominate arises, the Investor may request LBI to convene a general meeting to allow for the appointment of such nominee within such period. If the Investor so requests, LBI shall use its reasonable best efforts to cause, at the shortest period of time reasonably possible, a general meeting to be conven...
Board Nominations. The Company and each Purchaser shall use its best efforts, including without limitation, with respect to each Purchaser, by voting or acting by written consent with respect to all shares of Stock which it is entitled to vote or so act (and by directing the holder of the Special Voting Share pursuant to the Canadian Transaction Agreements to vote or act by written consent with respect to the Special Voting Share, with respect to that number of votes it is entitled to so direct such holder pursuant to the Canadian Transaction Agreements), to cause the Board to effect, the nomination of the following individuals as Common Directors:
(i) JO, so long as the JO Employment Agreement provides that JO shall serve as a director of the Company;
(ii) the CEO; and
(iii) from and after an Event of Automatic Conversion, two individuals designated by the Purchasers, provided that the Purchasers Beneficially Own in the aggregate at least ____ shares(3) of Class A Stock on a Fully-Diluted Basis (assuming that every reference to "Class B Stock" in the definition of "Fully-Diluted Basis" was replaced with "Class A Stock") (the "Purchaser Common Directors").
Board Nominations. Section 2.1 of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Board Nominations. The Board of the Company shall be composed of at least twelve (12) members plus, pursuant to clause (v) below, the President of the Company; provided, that the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board three (3) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, (iii) that the Doubletree Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (iv) that the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board and (v) that the Doubletree Holders together with the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board the President of the Company and/or such number of independent directors for election to the Board as shall constitute the remainder of the Board.
Board Nominations. The Board of the Company shall be composed of five (5) members. With respect to such five (5) members, the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, and (iii) that the Doubletree Holders together with the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board (one (1) of whom shall be an independent director). Immediately upon the closing of the Transactions (as defined in Section 2 below), the Board of the Company shall be reduced to five (5) members and to the extent that any Holders wish to appoint or replace any of their designees to the Board, as permitted under this Section 2.1, at such time, the Board shall immediately designate any such designees and replacements."
Board Nominations. (i) The nominating and corporate governance committee of the Board (the “Nominating Committee”) shall consist entirely of Non-affiliated Directors (as defined in the Company’s Articles) and shall nominate for election the directors to be elected by shareholders as set forth in Section 9(b)(ii).
(ii) Subject to applicable law, relevant stock exchange rules and the Company’s corporate governance standards, the Nominating Committee shall nominate as directors to be elected by shareholders the persons identified in a written nomination signed by the Shareholder (such nominated directors the “Exxaro Directors”). Subject to applicable law and to the extent that doing so would not be inconsistent with the directors’ duties, the Company shall use reasonable best efforts to cause the Board and the Nominating Committee to take all actions necessary (including recommending the election of the Exxaro Directors to the Company’s general meeting) such that the Exxaro Directors designated for nomination in accordance with this Section 9(b) shall be elected as directors.
Board Nominations. The Company and the Holders hereby agree that:
(a) For so long as a Holder (other than an Additional Purchaser or its transferees) and its Affiliates hold at least 200,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock combinations and the like) in the aggregate, each such Holder shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one nominee for election to the Board by the holders of the Series A Preferred Stock, voting as a single class, each time Directors of the Company are to be elected.
(b) Within 30 days of the first day that a Holder and its Affiliates hold less than 200,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock combinations and the like) in the aggregate, such Holder shall cause the Director nominated by such Holder to resign from the Board.
Board Nominations. A. Newcastle and the Purchaser agree to use their commercially reasonable efforts to cause their designees on the Board of Directors of the Company (the “Board”) to vote to nominate and recommend the election of the following persons to be members of the Board at each meeting of the shareholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting, relating to the nomination of directors:
Board Nominations. Effective immediately, for a period of not less than two years, the Board will implement a policy of nominating persons to serve as directors who are not employees of the Company, except that the Board will continue to be permitted to nominate, in its discretion, the Company's Chief Executive Officer.
