Director Committee Appointments. Without limiting Section 1(d) and subject to applicable national securities exchange rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, the New Director (or any Replacement Director) will serve on the Nominating Committee. Without limiting the foregoing, the Board shall give the New Director the same due consideration for membership to any existing or newly formed committee of the Board as any other independent director.
Director Committee Appointments. Subject to NASDAQ rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Starboard Independent Appointee (or a Starboard Replacement Director). Without limiting the foregoing, the Board shall give each of the Starboard Independent Appointees the same due consideration for membership to any committee of the Board as any other independent director.
Director Committee Appointments. The Board has requested to Xx. Xxxxxx that Xx. Xxxxxx serve, and Xx. Xxxxxx has agreed to serve, as (i) the Chairman of the Audit Committee of the Board and (ii) a member of the Nominating Committee. Subject to NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) New Director (or a Replacement Director). Without limiting the foregoing, the Board shall give each of the New Directors the same due consideration for membership to any committee of the Board as any other director.
Director Committee Appointments. Subject to NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Starboard Independent Appointee (or a Starboard Replacement Director). Without limiting the foregoing, the Board shall give each of the Starboard Independent Appointees the same due consideration for membership to any committee of the Board as any other independent director.
Director Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and Policies and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, each committee of the Board includes at least one of the Appointed Directors (or a Starboard Replacement Director (as defined below)). Without limiting the foregoing, the Board shall give each of the New Independent Directors the same due consideration for membership to any committee of the Board as any other independent director.
Director Committee Appointments. Subject to the Company’s Corporate Governance Guidelines, the listing rules of the NASDAQ Global Select Market and applicable law, the Board shall take all actions necessary to ensure that from and after, and contingent upon, the election of the New Directors to the Board, (i) Xx. Xxxxxx is appointed to the Nominating and Corporate Governance Committee of the Board, (ii) Mr. Heard is appointed to the Audit Committee of the Board and (iii) Xx. Xxxxx is appointed to the Compensation Committee of the Board, along with such other Board committees, if any, to be determined by the Board in its sole discretion. Without limiting the foregoing, the Board shall give each of the New Directors the same due consideration for membership to any committee of the Board as it would any other independent director.
Director Committee Appointments. (i) Subject to the Company’s Corporate Governance Guidelines and Nasdaq rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that from and after the appointment of the New Directors to the Board and until the Termination Date, (A) Xx. Xxxxxx is appointed to the Compensation Committee and (B) Xx. Xxxxxx is appointed to the Audit Committee. Further, subject to the Company’s Corporate Governance Guidelines and Nasdaq rules and applicable laws, the Board and all applicable committees of the Board shall take all action necessary to ensure that until the Termination Date, any executive committee of the Board or any committee of the Board tasked with evaluating an Extraordinary Transaction (as defined below) shall include at least one New Director. Without limiting the foregoing, the Board shall give each of the New Directors the same due consideration for membership to any committee of the Board as any other independent director.
Director Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and Nasdaq rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that from and after the appointment of the New Directors to the Board and through the end of the Standstill Period, (A) Mx. Xxxxxxxx is appointed to the Audit Committee, and (B) Mx. Xxxxxxxxx is appointed to the Compensation Committee. Without limiting Section 1(c) and subject to the Company’s Corporate Governance Guidelines and Nasdaq rules and applicable laws, the Board and all applicable committees of the Board shall take all action necessary to ensure that at all times during the Standstill Period, any committee of the Board formed after the date of this Agreement shall include at least one (1)
Director Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Cooperation Period (as defined below) the New Director will be appointed to a committee of the Board. Further, subject to the Company’s Corporate Governance Guidelines and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all action necessary to ensure that any new committee of the Board formed during the Cooperation Period shall include the New Director. Without limiting the foregoing, the Board shall give the New Director the same due consideration for membership to any committee of the Board as any other independent director.
Director Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and NASDAQ rules and applicable laws, the Board and all applicable committees and subcommittees of the Board shall take all action necessary to ensure that at all times during the Restricted Period, each committee of the Board includes at least one (1) Nominee (which may include the Stockholder Nominee or a Replacement Nominee). Without limiting the foregoing, the Board shall give each of the Nominees (including the Stockholder Nominee and any Replacement Nominee) the same due consideration for membership to any committee of the Board as any other independent director.
