Corporate Governance Reforms. Within 60 days of this Agreement, Defendants shall take or shall cause to be taken all necessary actions, and shall adopt or shall cause to be adopted all necessary resolutions to effect the following amendments and maintain the following amendments for no less than seven years:
Corporate Governance Reforms. BorgWarnershall adopt, implement, and maintain the Reforms upon the terms and conditions set forth in Exhibit A attached hereto within a period of 120 days after the Effective Date. The Reforms set forth in Exhibit A will remain in effect for a period of no less than four (4) years following the Effective Date. The Company may amend or eliminate any one or more of the Reforms set forth in Exhibit A only if the BorgWarner Board of Directors ("Board") determines in a good faith exercise of its business judgment that a policy, procedure, control, or agreement term is not in the Company's best interest or conflicts with any provision of any applicable law, including without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any rules or regulations promulgated thereunder. If a Reform is eliminated or modified, the Board shall within sixty (60) business days or at the Board's next regularly scheduled meeting, adopt a replacement provision that accomplishes substantially the same objective; provided, however, that no such replacement provision need be adopted if, in the reasonable good faith business judgment of a majority of the Board's independent directors, it is not reasonably possible to do so in a manner consistent with the law, the best interests of the Company, or otherwise. Any changes deemed material to the Company by the Company shall be reported on an annual basis in the Company's Annual Report on Form 10-K or Definitive Proxy Statement on Form DEF14A, or posted on the Company's website.
Corporate Governance Reforms. For the shorter of four years from the date of execution of this Agreement or when Xxxxxxxxx and his affiliates’ beneficial ownership decreases below 35% of the Company’s total shares outstanding: a. The Company shall maintain a board of directors comprised of a majority of directors who qualify as “independent” under the NASDAQ listing rules. x. Xxxxxxxxx and his affiliates agree not to acquire any additional shares of Company stock for the first 18 months after execution of this Agreement (the “Initial 18-Month Period”); provided however that during the Initial 18-Month Period, (i) Xxxxxxxxx may receive ordinary course director compensation, including for special director roles such as chairman and head of committees (including Company equity) and participate pro rata in any public equity offering conducted by the Company, and (ii) the obligations under this paragraph (b) shall terminate on the first to occur of: (x) a tender offer is made to security holders of the Company by any person or group (other than Xxxxxxxxx and his affiliates) which, if successful, would result in such person or group owning or having the right to acquire securities with aggregate voting power of at least 20% of the then total voting power of the Company or debt securities constituting at least 20% of the then long-term funded indebtedness of the Company or any of its subsidiaries (without giving effect to any default on any such long-term funded indebtedness); (y) a petition of bankruptcy or for relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, moratorium or extension shall be instituted under any law with respect to the Company; and (z) any governmental authority or any court at the instance thereof shall take possession of all or any substantial part of the property of, or a writ or order of attachment or garnishment shall be issued or made against all or any substantial part of the property of, the Company or any of its subsidiaries, and (iii) the obligations under this paragraph (b) shall not apply in the event of a transaction approved in accordance with paragraph (c) of this Section.
Corporate Governance Reforms. The Company shall adopt and/or maintain the corporate governance reforms (the “Corporate Governance Reforms”) detailed below within ninety (90) days of entry of the Final Judgment and Order approving the Settlement herein. The Corporate Governance Reforms shall be maintained for a period of five (5) years, except for modifications consistent with the goals of the Settlement or required by applicable law or regulation. Broadwind acknowledges that the adoption of the Corporate Governance Reforms confers a substantial benefit upon Broadwind and that the Stockholder Derivative Litigation was a material and substantial factor in the implementation and/or maintenance of the Corporate Governance Reforms.
Corporate Governance Reforms. 1. IMPROVEMENTS TO RISK MANAGEMENT AND THE ADOPTION OF RISK MANAGEMENT-RELATED AMENDMENTS TO THE CHARTER OF THE AUDIT COMMITTEE Impinj shall adopt a resolution renaming Impinj’s Audit Committee the “Audit & Risk Committee” and amend the Committee’s charter to reflect, in addition to its current responsibilities and duties, the following:
Corporate Governance Reforms. Northwest Biotherapeutics, Inc. (“Northwest” or the “Company”) has adopted and/or will adopt the changes, modifications, and improvements to Northwest’s corporate governance practices set forth below within 30 days of final approval of the settlement of the action captioned Xxxxx x.
Corporate Governance Reforms. Sanovas has implemented and/or will be implementing numerous corporate governance changes which are specifically set forth in the 20 Sanovas Settlement Term Sheet and Corporate Governance Reforms (and its attachments), which 22 are attached to this Agreement as Exhibit A.
