Board Representation and Board Matters. Each Party agrees that:
Board Representation and Board Matters. (a) The Company and each member of the ABV/Xxxxxx Group agree as follows:
Board Representation and Board Matters. (a) The Company, the Existing Directors and the Shareholder Group agree as follows:
Board Representation and Board Matters. The Company, Villere and the Villere Designee agree as follows:
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.
Board Representation and Board Matters. (a) Effective as of the execution and delivery of this Agreement (such date and time, the “Effective Time”), Shareholder is entitled to designate two Shareholder Designees instead of one, subject to the provisions of Section 1(q) and Section 1(r).
Board Representation and Board Matters. (a) Concurrently with the execution of this Agreement, the Company has (i) increased the size of the Board by one (1) director to eleven (11) directors such that there would be one vacancy in the class of directors slated to stand for election at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (the “2017 Class”) and (ii) appointed Xxxxx Xxxxx to fill the newly created vacancy in the 2017 Class and serve as a 2017 Class director of the Company (and including any Replacement, the “2017 Class New Director”). The Company and Third Point agree to use reasonable best efforts to, within thirty (30) days from the date hereof, agree upon the appointment of an additional director, who shall be an independent director with significant industry experience and with other characteristics consistent with those heretofore discussed between Third Point and the Company, and immediately thereafter, the Company shall (i) increase the size of the Board by one (1) additional director to twelve (12) directors such that there would be one vacancy in the class of directors slated to stand for election at the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) (the “2016 Class”) and (ii) appoint such agreed upon independent director to fill the newly created vacancy in the 2016 Class and serve as a 2016 Class director of the Company (and including any Replacement, as defined herein, the “2016 Class New Director” and together with the 2017 Class New Director, the “New Directors,” and each a “New Director”). Prior to the appointment of the 2016 Class New Director, the 2016 Class New Director will have delivered and the Company will have accepted (x) a completed standard director and officer questionnaire of the Company (the “D&O Questionnaire”), (y) an executed letter in the form attached hereto as Exhibit A-1 (the “2016 Nominee Letter”) and (z) the executed irrevocable resignation in the form attached hereto as Exhibit B-2 (the “2016 Class Resignation,” and together with the D&O Questionnaire and the 2016 Nominee Letter, the “2016 Nomination Documents”). To the extent the Company’s obligations under this Section 1 have not terminated pursuant to Section 1(h), the Company hereby agrees not to increase the size of the Board to be larger than thirteen (13) persons.
Board Representation and Board Matters. (a) Concurrently with the execution of this Agreement, the Company has (i) increased 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 (ii) appointed Xxxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”) and Xxxxx Xxxxxxx (“Xx. Xxxxxxx”, each of Xx. Xxxxxxxxx and Xx. Xxxxxxx a “Glenview Designee” and together the “Glenview Designees”) to fill the newly created vacancies. Each of the Glenview Designees has previously executed and delivered to the Company (x) a completed director and officer questionnaire (the “D&O Questionnaire”), in the form provided to Glenview, (y) an executed letter in the form attached hereto as Exhibit A (the “Nominee Letter”) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B-1 (in the case of Xx. Xxxxxxxxx) and Exhibit B-2 (in the case of Xx. Xxxxxxx) (the “Resignation Letters” and together with the D&O Questionnaire and the Nominee Letter, the “Nomination Documents”). The Company agrees that the size of the Board shall not increase to be larger than fourteen (14) directors through the date of the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”), after which, during the Standstill Period, the size of the Board shall not exceed twelve (12) directors.
