Board Representation and Board Matters. (a) The Company will, as promptly as practicable, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).
(b) The Company’s slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement).
(c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
(d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease th...
Board Representation and Board Matters. The Company, Villere and the Villere Designee agree as follows:
(a) The Board shall increase the size of the Company’s board of directors (the “Board”) to appoint the Villere Designee to the Board to serve as a director until the Annual Meeting of the Company shareholders (the “Annual Meeting”) held in the year 2015 (the “2015 Annual Meeting”), as promptly as practicable (but in no event later than 10 days) after the date hereof. The Company agrees to hold the 2015 Annual Meeting no later than July 31, 2015.
(b) The Company has determined that the Villere Designee would constitute an independent director of the Board under the applicable The NASDAQ Stock Market (“NASDAQ”) independence rules (any such director, an “Independent Director”).
(c) The Villere Designee shall be offered the opportunity to become a member to one or more standing committees of the Board for which such Villere Designee’s skills qualify him or her and, in addition, to serve on the committee the Board establishes pursuant to Section 1(d) below to oversee the review of the Company’s business strategies and strategic alternatives; provided, that, notwithstanding the foregoing and for the avoidance of doubt, the Villere Designee shall not be entitled to serve on a committee if he or she (A) does not meet the independence or other requirements of applicable law and the rules and regulations of NASDAQ (or other securities exchange on which the Company’s securities may then be traded) for service on such committee or (B) is subject to conflicts of interest relevant to such committee’s activities, in each case, as determined by the Board in good faith.
(d) At its next Board meeting, the Board will form a committee of not more than five directors to review and evaluate the Company’s business strategies and strategic alternatives and make recommendations to the Board with respect to potential changes in strategy and strategic alternatives.
(e) As a condition to the Villere Designee’s appointment to the Board, continuing service as a member of the Board, and any subsequent nomination for election as a director of the Company at any Annual Meeting, each of Villere and the Villere Designee shall provide, fully and completely, information that the Company reasonably requests (including information that is required to be disclosed in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and information in connection with assessing eligibility, independ...
Board Representation and Board Matters. (a) The Company currently has one (1) vacancy on the Board and has appointed the Appointee to fill this vacancy. The Appointee has previously executed and delivered to the Company a completed director and officer questionnaire, in the form provided to Stockholder.
(b) At all times while serving as a member of the Board, the Appointee shall comply with all 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, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (all subject to Section 4 of this Agreement).
(c) If at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days following the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1.
(d) Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d).
(e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the fil...
Board Representation and Board Matters. (a) No later than two business days following the execution of this Agreement, the Company will take all action necessary to appoint Xx. Xxxx to the Company’s Board of Directors (the “Board”) and the Audit Committee of the Company’s Board (the “Audit Committee”). Xx. Xxxx’x continued membership on the Company Audit Committee is subject to his continuing to meet the independence requirements of the Audit Committee as determined from time to time by the Company’s Board.
(b) Subject to the terms of this Agreement, Xx. Xxxx will be appointed to the Board as a Class I Director having a term expiring on the date of the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”).
(c) Each of the Osmium Parties agree during the Standstill Period (defined below):
(i) not to, and to cause each of their respective Affiliates and Associates (each as defined herein) not to, conduct a proxy contest for the election of directors with respect to the Company’s 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) or any other subsequent annual meeting of stockholders of the Company during the Standstill Period (an “Applicable Meeting”); and
(ii) to cause all Voting Securities (as defined herein) owned by the Osmium Parties and their Affiliates and Associates, directly or indirectly, whether owned of record or Beneficially Owned (as defined in herein) to be voted for, or to abstain from voting for, all of the directors nominated by the Board for election at the 2015 Annual Meeting and each Applicable Meeting and all other “routine” matters at such meetings supported by the Board; and Nothing in this Agreement shall limit the right of the Osmium Parties to vote all Voting Securities in the sole and absolute discretion of the Osmium Party for “non-routine” matters including, without limitation, matters related to the implementation of takeover defenses, amendments to the Company’s articles of incorporation or bylaws that diminish stockholder rights, strategic transactions or new or amended incentive compensation plans submitted for stockholder approval.
(d) As a condition to Xx. Xxxx’x appointment to the Board, Xx. Xxxx has provided, concurrently with the execution of this Agreement to the Company an executed consent from to serve as a director if so elected, completed D&O Questionnaire in the form provided to Xx. Xxxx, and an executed irrevocable resignation as director of the Company in the form attached hereto as Exhibit A
(e) As a further condition...
Board Representation and Board Matters. Each Party agrees that:
(a) As promptly as practicable after the execution and delivery of this Agreement, the Board of Directors of the Company (the “Board”) will increase its size by two directorships, appoint Xx. Xxxxx X. Weinstein to the Board as a director of the class of directors whose terms expire in 2017 (the “2017 Class”), appoint Xx. Xxxxxx X. Silvers to the Board as a director of the class of directors whose terms expire in 2015 (the “2015 Class”) and include Xx. Xxxxx X. Weinstein as a nominee to the 2017 Class and Xx. Xxxxxx X. Silvers as a nominee of the class of directors whose terms expire in 2018 on the slate of directors to be elected at the annual meeting of stockholders of the Company to be held in 2015 (the “2015 Annual Meeting”). Xx.
Board Representation and Board Matters. (a) The Nominating and Governance Committee of the Board (the “Nominating Committee”) will recommend to the full Board, and the Board will include in the Company’s slate of nominees for election as a director of the Company at each of the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) and 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting” and, collectively with the 2016 Annual Meeting and 2017 Annual Meeting, the “Designated Annual Meetings” and, each, a “Designated Annual Meeting”), the person identified on Schedule II hereto (the “TH Designee”).
(b) The Board will (i) recommend that the stockholders of the Company vote in favor of the election of the TH Designee (along with all other Company nominees) at each Designated Annual Meeting, (ii) solicit votes for the TH Designee’s election at each Designated Annual Meeting and (iii) otherwise support the TH Designee for election at each Designated Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for such Designated Annual Meeting.
(c) If more than one vacancy in the Board shall occur prior to the 2016 Annual Meeting, the Company will use commercially reasonable efforts to cause the TH Designee to be appointed to fill one such vacancy until the 2016 Annual Meeting; provided, however, if only one such vacancy shall occur prior to the 2016 Annual Meeting, the Company will use commercially reasonable efforts to cause a second vacancy to occur prior to the 2016 Annual Meeting and will use commercially reasonable efforts to cause the TH Designee to be appointed to fill such second vacancy until the 2016 Annual Meeting. For the avoidance of doubt, in no event shall the Company be required to call a special meeting of stockholders in order to cause the removal of a director prior to the 2016 Annual Meeting.
(d) As a condition to the TH Designee’s nomination for election as a director of the Company at each Designated Annual Meeting (and, if applicable, appointment to the Board to fill a vacancy occurring prior to the 2016 Annual Meeting), Twin Haven, including the TH Designee, will promptly upon the request of the Nominating Committee from time to time and on or prior to any reasonable date specified by the Nominating Committee in such request, provide to the Company (i) such information as to Twin Haven and the TH Designee as is required to ...
Board Representation and Board Matters. (a) The Company and CRM agree as follows: (i) as promptly as practicable (but in no event later than two (2) business days) following the execution of this Agreement, the Board shall (A) appoint Xxxxx Xxxxxxxxx, a director candidate identified by the Company and consented to by CRM (the “2020 Candidate”), as a director in the class up for election in 2020 and Xxxxx Xxxxxx Xxxxxxxxx, a director candidate identified by Capital Returns Management and consented to by the Company (the “2019 Candidate,” together with the 2020 Candidate, and including any Replacement Director, as such term is defined below and as applicable, the “New Independent Directors”), as a director in the class up for election in 2019, (B) increase the size of the Board from seven (7) to nine (9) directors, expanding each of the class up for election in 2019 and the class up for election in 2020 from two (2) to three (3) seats, (C) appoint the New
Board Representation and Board Matters. (a) The Parties agree that, upon execution of the Settlement Agreement, the Parties shall take all necessary action to procure and accept (1) the resignation of Xxxxxx X. Xxxxxxx from the Board, (2) confirmation that Xxxxxx X. Xxxxxxx has agreed not to stand for election to the Board at the 2018 Annual Meeting and (3) confirmation that Xxxxx X. Xxxxxxxx has agreed not to stand for election to the Board at the 2018 Annual Meeting.
Board Representation and Board Matters. (a) The Company and the Icahn Group agree as follows:
(i) On or prior to March 17, 2021, the Company shall take or shall have taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) to thirteen (13), and following consultation with the Icahn Group, to appoint Xxxxx Xxxxx and Xxxxxx Xxxxxx (Messrs. Icahn and Xxxxxx, collectively, the “Icahn Designees” and each an “Icahn Designee”) to fill the resulting vacancies, effective on or before March 17, 2021, each with a term expiring at the 2021 annual general meeting of stockholders of the Company (the “2021 Annual Meeting”). Prior to such date as the Icahn Designees are appointed to the Board, the Icahn Group shall not request and the Company shall not provide any material non-public information relating to or involving the Company.
(ii) as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Company agrees that the Company’s slate of nominees for election to the Board at the 2021 Annual Meeting will consist of no more than thirteen (13) individuals (collectively, the “2021 BHC Slate”) and will include, subject to their willingness and consent to serve, the Icahn Designees as well as the following persons: Xxxxxxx X. XxXxxxxxxx, D. Xxxxxx Xxxx, Xx. Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, Xxxxxx X. Power, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxx, Xx., Xxxxxx X. xxx Xxxxxxxxxx and Xxx X. Xxxxxxxx. For the avoidance of doubt, notwithstanding the foregoing, should any of the nominees on the 2021 BHC Slate, other than the Icahn Designees, resign from the Board or be rendered unable or refuse to stand for election to, or for any other reason fail to serve or is not serving on, the Board, the Company shall be entitled to nominate a replacement for election to the Board at the 2021 Annual Meeting.
(iii) the Company shall use reasonable best efforts to cause the election of each of the Icahn Designees at the 2021 Annual Meeting (including by (x) recommending that the Company’s stockholders vote in favor of the election of each of the Icahn Designees, (y) including each of the Icahn Designees in the Company’s proxy statement and proxy card for the 2021 Annual Meeting, and (z) otherwise supporting each of the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the C...
Board Representation and Board Matters. Effective as of the date and time that the SVP Support Agreement has been executed and delivered by the parties thereto (the “Effective Time”), Shareholder shall no longer have any rights to designate any Shareholder Designees (as defined in the Existing Agreement).
