Corporate Governance Covenants. In addition to the other covenants contained in this Agreement and the Ancillary Agreements, FNT hereby covenants and agrees that, for so long as FNF beneficially owns at least fifty percent (50%) of the total voting power of all classes of then outstanding capital stock of FNT entitled to vote generally in the election of directors ("FNT Voting Stock"):
(a) Neither FNT nor any member of its Group will, without the prior written consent of FNF, take, or cause to be taken, directly or indirectly, any action, or enter into any agreement, that would cause FNF or any member of its Group to violate any law, agreement or judgment.
(b) FNT will not, without the prior written consent of FNF, take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of FNF to freely sell, transfer, assign, pledge or otherwise dispose of shares of FNT Common Stock or would restrict or limit the rights of any transferee of FNF as a holder of FNT Common Stock. Without limiting the generality of the foregoing, FNT will not, without the prior written consent of FNF, take any action, or take any action to recommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, FNF as a FNT stockholder either (i) solely as a result of the amount of Common Stock owned by FNF or (ii) in a manner not applicable to FNT stockholders generally.
(c) To the extent that FNF is a party to any existing Contracts that provide that certain actions or inactions of the FNF Group (which for purposes of such Contract includes any member of the FNT Group) may result in FNF being in breach of or in default under such Contracts and FNF has advised FNT of the existence, and has furnished FNT with copies, of such Contracts (or the relevant portions thereof), FNT will not take or fail to take, as applicable, and FNT will cause the other members of the FNT Group not to take or fail to take, as applicable, any actions that reasonably could result in FNF being in breach of or in default under any such Contract. The parties acknowledge and agree that from time to time after the date hereof FNF may in good faith (and not solely with the intention of imposing restrictions on FNT pursuant to this covenant) enter into additional Contracts or amendments to existing Contracts that provide that certain act...
Corporate Governance Covenants. The Company covenants to the Fund that, during the term of this Agreement, the Company shall:
(a) develop and implement an ethics policy, including, but not limited to: (i) the designation of an ethics officer; (ii) the ability for the ethics officer to have direct consultation with the audit committee of the Board of Directors; (iii) the establishment of an ethics hotline for employees, subscribers and providers; (iv) the adoption of a "code of conduct and ethics" for directors and officers; and (v) the adoption and enforcement of an anti-retaliation policy for individuals who report potential ethical wrongdoing;
(b) not make, offer or arrange any loans to directors or officers of the Company to the extent prohibited by law;
(c) not engage any audit firm to provide consulting or other non-accounting services (other than tax services and other services permitted by law) at any time prior to the date which is five (5) years from the completion of the most recent audit of the Company performed by such firm; and
(d) for a period of six (6) years from the IPO Date, maintain the composition of the Company's Board of Directors such that at least seventy-one percent (71%) of its members qualify as Independent Directors.
Corporate Governance Covenants. SECTION 2.01. Composition of the Board......................................4 SECTION 2.02. Vacancies.....................................................5 SECTION 2.03. Removal.......................................................6 SECTION 2.04. Compensation Committee........................................6 SECTION 2.05. Audit Committee...............................................7 SECTION 2.06. Determination as to Breach....................................7 SECTION 2.07. Termination of Article 2......................................7 ARTICLE 3
Corporate Governance Covenants. 14 SECTION 4.01. Financial Information................................14
Corporate Governance Covenants. If the Investor elects to purchase the Equity Interest and subject to Section 14 hereof, then the Company shall timely do the following:
(a) provide Investor with the Company's quarterly and annual financial statements within the time requirements required for periodic reporting as stipulated by the SEC;
(b) promptly make its Chief Executive Officer, Chief Financial Officer or any other high level executive available to Investor to discuss Company's financial statements upon Investor's request.
Corporate Governance Covenants. From and after the time, if ever, that Purchaser’s beneficial ownership of the Company’s Capital Stock equals a majority of the voting power of the Company’s Capital Stock following the issuance of any of the Company’s securities issuable under this Agreement, the Company and Purchaser shall enter into the Stockholders Agreement attached hereto as Appendix C (the “Stockholders Agreement”).
Corporate Governance Covenants. SECTION 4.1 Composition of the Board.....................................24 SECTION 4.2 Action by the Board..........................................25 SECTION 4.3 Consent of the Board of Directors............................26 SECTION 4.4
Corporate Governance Covenants. Buyer shall appoint one director to its Board of Directors nominated by the Company (the “Company Board Nominees”). Notwithstanding the foregoing, Buyer shall retain authority to increase the size of its Board of Directors.
Corporate Governance Covenants. From and after the time, if ever, that Purchaser’s or any parent (as such term is defined under Rule 405 under the Securities Act of 1933, as amended) of Purchaser’s beneficial ownership of the Company’s Capital Stock equals a majority of the voting power of the Company’s Capital Stock following the issuance of any of the Company’s securities issuable under this Agreement, the Company and Purchaser (or Purchaser’s parent, as applicable) shall enter into the Stockholders Agreement attached hereto as Appendix C (the “Stockholders Agreement”).
Corporate Governance Covenants
