Declassification Proposal Sample Clauses
A Declassification Proposal clause outlines the process by which information that is currently classified or confidential can be proposed for reclassification to a lower security level or made public. Typically, this clause specifies who may initiate such a proposal, the criteria that must be met, and the steps for review and approval by relevant authorities. For example, a party might submit a formal request to declassify certain documents once they are no longer sensitive. The core function of this clause is to provide a structured and transparent mechanism for reassessing the confidentiality of information, ensuring that sensitive data is only protected as long as necessary and facilitating the responsible sharing of information when appropriate.
Declassification Proposal. The Board and all applicable committees of the Board shall take all necessary actions to seek stockholder approval at the 2017 Annual Meeting for a binding proposal to amend the Certificate of Incorporation to eliminate the Company’s classified board structure (the “Declassification Proposal”) in a manner that results in (i) the annual election of the entire Board being phased in over a three-year period commencing at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”) and concluding at the 2020 annual meeting of stockholders; (ii) no change in the term of any directors elected to the Board at the 2017 Annual Meeting or at any time prior thereto; (iii) the directors who are elected at the 2017 Annual Meeting being the final “class of directors” elected to serve for a three-year term; and (iv) from and after the 2020 annual meeting of stockholders, all members of the Board being elected at the same time to serve a term that expires at the next annual meeting of stockholders and after their successors are duly elected and qualified. The Board shall recommend in favor of the Declassification Proposal and solicit proxies in support of the Declassification Proposal.
Declassification Proposal. The Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2022 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Charter”) and the Board shall take all necessary actions to amend the Company’s Second Amended and Restated By-Laws (as may be amended from time to time, the “Bylaws”) to declassify the structure of the Board (the “Declassification Proposal”) such that directors standing for election at and subsequent to the 2022 Annual Meeting shall stand for election for one-year terms (with it being acknowledged and agreed that if the Declassification Proposal is approved by the Company’s stockholders in accordance with the Charter, Bylaws, and the DGCL, then (i) the Company’s Class II directors will be elected at the 2022 Annual Meeting for terms of office expiring at the Company’s 2023 Annual Meeting, (ii) the Class II and Class III directors will be elected at the 2023 Annual Meeting for terms of office expiring at the Company’s 2024 Annual Meeting, and (iii) the Class I, Class II and Class III directors will be elected at the 2024 Annual Meeting, and each Annual Meeting thereafter, for terms of office expiring at the next Annual Meeting). The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of, the Declassification Proposal at the 2022 Annual Meeting, and the Board shall cause all directors and officers of the Company to vote all Voting Securities beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. The Company shall use its reasonable best efforts to obtain the requisite stockholder vote for the Declassification Proposal to pass at the 2022 Annual Meeting. Without limiting the foregoing, the Company agrees to adjourn the 2022 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2022 Annual Meeting at least 50.1% of the outstanding Common Stock has not voted in favor of the Declassification Proposal.
Declassification Proposal. (i) UCP shall include in its Definitive Proxy Statement for the 2017 Annual Meeting (the “UCP Proxy Statement”) a proposal seeking stockholder approval to amend the UCP Charter for the purpose of declassifying the UCP Board, as set forth in Section 5.02(b) of the Amended Charter (the “Declassification Proposal”).
(ii) The UCP Board shall recommend, and UCP shall support and solicit proxies for, the approval of the Declassification Proposal, at the 2017 Annual Meeting.
(iii) In connection with the Declassification Proposal, concurrently with the execution of this Agreement and as a condition to its effectiveness, an irrevocable conditional resignation letter in the form attached hereto as Exhibit C shall be executed by each of the signatories thereto.