Board Nominations. The Company and the Holders hereby agree that:
Board Nominations. (a) Within two business days after the date hereof, the Company shall increase the size of the Board from eleven to twelve members and appoint Soroban Designee to the Board. The Company shall include Soroban Designee as a nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2014 Meeting and the 2015 Meeting and shall use its reasonable efforts to cause the re-election of Soroban Designee to the Board at the 2014 Meeting and the 2015 Meeting, including by recommending that the Company’s stockholders vote in favor of Soroban Designee and otherwise supporting Soroban Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Soroban Designee’s appointment to the Board and, as a condition to Soroban Designee’s nomination for election as a director of the Company at the 2014 Meeting and the 2015 Meeting or any subsequent annual meeting, the Investor Group must provide to the Company, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for the inclusion of Soroban Designee on the Board’s slate of nominees for election as directors. The Company shall not be obligated pursuant to this Agreement to include Soroban Designee on the Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2014 Meeting and the 2015 Meeting. Soroban Designee shall not receive any form of cash or equity compensation from the Company for his service as a director of the Company. As of the appointment of Soroban Designee to the Board, subject to the terms of the Confidentiality Agreement, Xx. Xxxxxxx shall be (A) entitled to receive copies of any notices, documents and other materials and information distributed to Soroban Designee in his capacity as a member of the Board, (B) afforded the same access to information of the Company as that afforded to Soroban Designee in his capacity as a member of the Board and (C) permitted to contact or communicate with management or employees of the Company to the same extent Soroban Designee, in his capacity as a member of the Board, is permitted to contact or communicate with management or employees of the Company.
Board Nominations. Section 2.1 of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
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:
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. (a) The Company agrees that, with respect to any annual meeting or special meeting of stockholders of the Company at which directors are to be elected to the Board (such meeting, any other annual meeting or special meeting of stockholders or any action by written consent of stockholders, each a “Stockholder Meeting”), the Company shall:
Board Nominations i. As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to:
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. 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. 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.
