Common use of Director Appointment Clause in Contracts

Director Appointment. Effective as of the date hereof, the size of the Board of Directors of the Company (the “Board”) shall increase to fourteen (14) directors and Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), the grandson of Xxxxxxx X. Xxxxx, the founder of the Company, shall be appointed to fill the vacancy so created, with Xx. Xxxxx serving as a director until the next election of directors and until his successor is duly elected and qualified or until his earlier resignation or removal, subject to the terms of this Agreement. Subject to Paragraph 4, unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by any of the Pulte Parties that either is incapable of being cured or if capable of being cured has not been cured within ten (10) business days after the Pulte Parties have received written notice from the Company of such material breach, (a) the Company shall include Xx. Xxxxx on its slate of nominees for the election of directors at its 2017 Annual Meeting of Shareholders in the proxy statement for such Annual Meeting of Shareholders and (b) with respect to such 2017 Annual Meeting of Shareholders, (i) the Board shall recommend (and shall not change such recommendation in a manner adverse to Xx. Xxxxx) that the Company’s shareholders vote in favor of the Board’s entire slate (including Xx. Xxxxx) and (ii) the Company shall solicit proxies for the Board’s entire slate (including Xx. Xxxxx) and otherwise support Xx. Xxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. Notwithstanding anything to the contrary in this Agreement, the Company’s and Board’s obligations in this Paragraph 1 shall terminate prior to the Expiration Date at such time as the Pulte Parties’ aggregate beneficial ownership decrease to less than 3.0% of the Company common shares (excluding from such calculations any common shares issued by the Company after the date hereof). Subsequent to the 2017 Annual Meeting of Shareholders, for so long as Xx. Xxxxx remains a director of the Company, the Company shall provide written notice to Xx. Xxxxx whether, as of the date of such notice, the Company intends to include Xx. Xxxxx on its slate of nominees for election of directors for its next annual meeting of shareholders no later than the date that is thirty (30) days prior to the deadline for the submission of shareholder nominations for directors pursuant to the Bylaws for the applicable annual meeting of shareholders. The Pulte Parties acknowledge and agree that, for the avoidance of doubt, the Company shall not be in breach of this Agreement if subsequent to the date of such notice the Company’s intention changes as a result of any facts, circumstances or developments occurring after the date of such notice (or facts, circumstances or developments that existed prior to the date of such notice that the Board becomes aware of after such date) that results in the Board’s good faith determination that including Xx. Xxxxx on the Company’s slate of nominees for election of directors would violate the Board’s fiduciary duties under applicable law.

Director Appointment. Effective as of At or prior to the date hereof, the size first meeting of the Board of Directors of the Company (the “Board”) following the date hereof, the Board shall increase to fourteen (14) directors and Xxxxxxx appoint Xxxxxx X. Xxxxx (“Xx. Xxxxx”)or, the grandson of Xxxxxxx if Xxxxxx X. Xxxxx, the founder of the Company, shall be appointed Xxxxx is then unable to fill the vacancy so created, with Xx. Xxxxx serving serve as a director until the next election of directors and until his successor is duly elected and qualified or until his earlier resignation or removal, subject to the terms of this Agreement. Subject to Paragraph 4, unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by any of the Pulte Parties that either is incapable Company as a result of being cured death, illness or if capable of being cured has not been cured within ten (10) business days after similar incapacity, a Person selected in accordance with the Pulte Parties have received written notice from the Company of such material breach, (a) the Company shall include Xx. Xxxxx on its slate of nominees for the election of directors at its 2017 Annual Meeting of Shareholders in the proxy statement for such Annual Meeting of Shareholders same procedures and (b) requirements as set forth below with respect to replacement Stockholder Directors, to the Board as a Class [ ] director (such 2017 Annual Meeting Person, in such capacity, the “Stockholder Director”). Thereafter, until the Termination Date, at each annual or special meeting of Shareholdersstockholders of the Company at which Class [ ] directors are to be elected to the Board, (i) the Company shall nominate the Stockholder Director for election to the Board, (ii) the Board shall recommend (and shall not change such recommendation in a manner adverse to Xx. Xxxxx) that the Company’s shareholders vote in favor of stockholders that they elect the Board’s entire slate (including Xx. Xxxxx) Stockholder Director to the Board and (iiiii) the Company shall solicit proxies for the Board’s entire slate (including Xx. Xxxxx) and otherwise support Xx. Xxxxx Stockholder Director to the same extent as it does for election in a manner no less rigorous and favorable than the manner in which the Company supports any of its other director nomineesnominees to the Board. In the event that, prior to the Replacement Director Termination Date, the then-current Stockholder Director is unable to serve as a director of the Company as a result of death, illness or similar incapacity, the Board shall appoint a Person selected by the Voting Trustee at the next meeting of the Board to replace such then-current Stockholder Director and to serve as the Stockholder Director going forward subject to this Agreement; provided that with respect to any such replacement Stockholder Director, the Board shall have (1) been provided all reasonably requested background information regarding such proposed replacement Stockholder Director (including a completed copy of the Company’s standard D&O questionnaire), (2) had the opportunity to interview such proposed replacement Stockholder Director in person and (3) consented to such individual serving as the replacement Stockholder Director (such consent not to be unreasonably withheld, conditioned or delayed). Any such replacement Stockholder Director shall become a party to this Agreement and shall execute a joinder agreeing to be bound by all of the provisions of this Agreement applicable to the Voting Trustee. No Person shall be eligible for selection as a replacement Stockholder Director if such Person (A) has been involved in any of the events enumerated in Item 2(d) or 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, decree or judgment of any Governmental Entity prohibiting service as a director of any public company or (B) is an employee of or serves on the board of directors or similar governing body of a competitor of the Company. The Company’s obligations under this Section 2(a) shall be subject to the Stockholder Director’s (x) satisfaction of and compliance with the requirements regarding service as a director of the Board provided under applicable Laws (including any requirements under the Exchange Act or the rules of the NASDAQ Stock Market or any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted) and (y) satisfaction of and continued compliance with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members generally, 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. Notwithstanding the foregoing or anything to the contrary set forth herein, if Xxxxxx X. Xxxxx is replaced as the Stockholder Director in this Agreementaccordance with the terms hereof (or was not the initial Stockholder Director), the Company’s then-current Stockholder Director shall, on the Replacement Director Termination Date, submit his immediate and Board’s obligations in this Paragraph 1 shall terminate prior to the Expiration Date at such time unconditional resignation as the Pulte Parties’ aggregate beneficial ownership decrease to less than 3.0% of the Company common shares (excluding from such calculations any common shares issued by the Company after the date hereof). Subsequent to the 2017 Annual Meeting of Shareholders, for so long as Xx. Xxxxx remains a director of the Company, Company and the Company provisions of Section 2(d) shall provide written notice to Xx. Xxxxx whether, as of the date of such notice, the Company intends to include Xx. Xxxxx on its slate of nominees for election of directors for its next annual meeting of shareholders no later than the date that is thirty (30) days prior apply to the deadline for same extent as if such date were the submission of shareholder nominations for directors pursuant to the Bylaws for the applicable annual meeting of shareholders. The Pulte Parties acknowledge Termination Date and agree that, for the avoidance of doubt, the Company shall not be in breach of this Agreement if subsequent to the date of such notice the Company’s intention changes as a result of any facts, circumstances or developments occurring after the date of such notice obligations under this Section 2 shall terminate (or facts, circumstances or developments that existed prior except to the date of such notice that the Board becomes aware of after such date) that results extent provided in the Board’s good faith determination that including Xx. Xxxxx on the Company’s slate of nominees for election of directors would violate the Board’s fiduciary duties under applicable lawSection 2(d)).

Director Appointment. Effective The Investor shall have the right, but not the obligation, effective on the date of the Initial Closing, to cause the Board to appoint a director to the Board (the “Initial Board Seat”), to serve as such class of director as may be agreed between the Company and the Investor in good faith. Upon the Investor acquiring at least 30% of the issued and outstanding Ordinary Shares (including Ordinary Shares in the form of ADSs) (or beneficial ownership thereof), the Investor shall have the right, but not the obligation, for a period of five (5) years from the date hereof, the size of to cause the Board of Directors of to appoint a second director to the Company Board (the “BoardIndependent Board Seat”) ), who shall increase be independent, to fourteen serve as such class of director as may be agreed between the Company and the Investor in good faith. From time to time following the appointment of each such appointed director or directors (14) directors and Xxxxxxx X. Xxxxx (each, an “Xx. XxxxxInitial New Director”), the grandson Investor may elect to replace an Initial New Director, or any subsequent replacement of Xxxxxxx X. Xxxxxsuch director, to serve in the founder same class of director of the Company as such Initial New Director (any such replacement directors, together with each Initial New Director, a “New Director”), subject to the consent of the Company, which shall not unreasonably be withheld. The identity of the Initial New Director and each replacement New Director shall be appointed to fill selected by the vacancy so created, with Xx. Xxxxx serving as a director until the next election of directors and until his successor is duly elected and qualified or until his earlier resignation or removalInvestor, subject to consent of the terms of this AgreementCompany, which consent shall not be unreasonably withheld, delayed or conditioned. Subject to Paragraph 4the termination provisions below, unless the Board determines shall nominate and recommend for re-election each New Director at each subsequent annual general meeting (“AGM”) for which such class of directors in good faith which such New Director serves stands for re-election; provided, however, that doing so would violate if the Company declassifies the Board’s fiduciary duties under applicable law or unless there has been a material , the Board shall nominate and recommend for re-election each New Director at each subsequent AGM at which such New Director is required to stand for re-election. This director nomination right shall automatically terminate upon the earliest to occur of (A) the Investor materially breaching this Letter Agreement and failing to cure such breach of this Agreement by any of the Pulte Parties that either is incapable of being cured or if capable of being cured has not been cured within ten (10) business days after the Pulte Parties have received of written notice from the Company of such material breachCompany, (aB) the Company shall include Xx. Xxxxx on Investor failing to beneficially own, together with its slate Affiliates (i) at least 4.99% of nominees for the election of directors at its 2017 Annual Meeting of Shareholders in the proxy statement for such Annual Meeting of Shareholders and (b) Company’s total outstanding voting power with respect to such 2017 Annual Meeting of Shareholders, (i) the Initial Board shall recommend (and shall not change such recommendation in a manner adverse to Xx. Xxxxx) that the Company’s shareholders vote in favor of the Board’s entire slate (including Xx. Xxxxx) Seat and (ii) the Company shall solicit proxies for the Board’s entire slate (including Xx. Xxxxx) and otherwise support Xx. Xxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. Notwithstanding anything to the contrary in this Agreement, at least 20% of the Company’s and Board’s obligations in this Paragraph 1 shall terminate prior total outstanding voting power with respect to the Expiration Date Independent Board Seat and (C) the Investor, together with its Affiliates, failing to own at such time as the Pulte Parties’ aggregate beneficial ownership decrease to less than 3.0least 75% of the Company common shares (excluding from such calculations Private Placement ADSs and on termination the Investor shall procure that each applicable New Director then serving resigns as a director and waives any common shares issued by claims against the Company after the date hereof). Subsequent to the 2017 Annual Meeting of Shareholders, for so long as Xx. Xxxxx remains a director of the Company, (unless the Company shall provide written notice confirms in writing that it does not wish such New Director to Xx. Xxxxx whether, as of the date of such notice, the Company intends to include Xx. Xxxxx on its slate of nominees for election of directors for its next annual meeting of shareholders no later than the date that is thirty (30) days prior to the deadline for the submission of shareholder nominations for directors pursuant to the Bylaws for the applicable annual meeting of shareholders. The Pulte Parties acknowledge and agree that, for the avoidance of doubt, the Company shall not be in breach of this Agreement if subsequent to the date of such notice the Company’s intention changes as a result of any facts, circumstances or developments occurring after the date of such notice (or facts, circumstances or developments that existed prior to the date of such notice that the Board becomes aware of after such date) that results in the Board’s good faith determination that including Xx. Xxxxx on the Company’s slate of nominees for election of directors would violate the Board’s fiduciary duties under applicable lawresign).