Board of Directors and Related Matters Sample Clauses

Board of Directors and Related Matters. (a) The Investors and the Company hereby acknowledge and agree that: (i) The Nominating Committee (the “Nominating Committee”) of the Board will recommend for nomination and the Board will nominate Xxxxxx Xxxxxxxxx (the “Iroquois Director”), H. Xxxxxx Xxxxxx, Xxxxxx X. Xxxx, and Xxxxxxx Xxxxxx (the Iroquois Director together with Messrs. Xxxxxx, Xxxx and Onghai, the “2014 Nominees”) for election at the 2014 Annual Meeting and will recommend a vote for the 2014 Nominees and solicit proxies from the Company’s stockholders for the election of the 2014 Nominees at the 2014 Annual Meeting. The Company agrees that it shall hold the 2014 Annual Meeting no later than December 31, 2014. If for any reason the Iroquois Director shall die or withdraw as a nominee prior to appointment or election, as the case may be, a replacement nominee proposed by the Investors and reasonably acceptable to the Company shall be substituted consistent with the provisions of clause (ii) hereof. As of the date of this Agreement, the Iroquois Director is appointed as an observer to the Board until the 2014 Annual Meeting. The Iroquois Director will (i) receive copies of all notices and written information furnished to the full Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at all meetings of the full Board (whether by telephone or in person). Notwithstanding the foregoing, the Iroquois Director agrees not to purchase or sell securities of the Company in any way, shape or form, directly or indirectly, publicly or privately, while in possession of material, nonpublic information or from communicating such material, nonpublic information to any person during his or her service as an observer of the Board. (ii) To the extent the Iroquois Director resigns for any reason other than pursuant to Section 6 or is otherwise unable to serve as a director or is removed as a director by the stockholders of the Company, in each case, during the Standstill Period, the Investors shall be entitled to designate, for consideration by the Nominating Committee as a replacement for such Iroquois Director, an individual who (A) qualifies as “independent” pursuant to NYSE listing standards and (B) has relevant business and financial experience. The Nominating Committee, consistent with its fiduciary duties, shall consider such candidate within ten (10) business days after a completed customary director and officer questionnaire has been received by the...

Board of Directors and Related Matters. 11.4.1 Subject to the Sellers complying with their obligations under Clause 6.4.2, immediately after Completion on the Completion Date, and subject to Applicable Law, the Purchasers shall cause each Acquired Company to hold such shareholders’ meetings and take such other actions as may be required to elect a new board of directors (or other comparable managing body). The Purchasers shall ensure that, promptly thereafter, each Acquired Company makes all necessary filings with the relevant Governmental Entities and takes all other necessary action to register in the applicable public registry, if required, the resignation of the retiring board members and the matters decided pursuant to this Clause 11.4. 11.4.2 The Purchasers shall procure that, at the first shareholders’ meeting of the relevant Acquired Company or otherwise whenever the question of discharge is raised after Completion, each member of the board and, where applicable, the managing director of each Acquired Company, in each case who has resigned with effect from the Completion Date in accordance with this Agreement, is discharged in full from any liability as a member of the relevant board or as managing director, as the case may be, in relation to the period prior to Completion, except in the case of fraud or gross negligence. If discharge of liability does not occur for any member of the board or the managing director of any Acquired Company in accordance with this Clause 11.4.2, the Purchasers shall not, and shall cause each such Acquired Company not to, pursue any claim for damages against any such Person, except in the case of fraud or gross negligence.

Board of Directors and Related Matters