Director Designees. (a) The Company and the Board agree to nominate the Icahn Designees for election as directors of the Board at the 2014 Meeting and to include the Icahn Designees in the Company’s slate of directors and in its proxy statement for the 2014 Meeting. In addition to the Icahn Designees, the Board shall nominate nine (9) other directors for election or re-election at the 2014 Meeting (the “Company Nominees”). The Company and the Board agree to use commercially reasonable efforts to cause the election of the Icahn Designees to the Board (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of the Icahn Designees, and otherwise supporting each of the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate). The Board shall also re-nominate two (2) of the Company's existing directors (the “Additional Company Candidates”) and the Shareholders shall be entitled to nominate and the Company and the Board agree to nominate, subject to the approval of the Board (such approval not to be unreasonably withheld, conditioned or delayed, and if such approval is not granted by the Board, the Shareholders shall be entitled to continue designating a candidate until such approval is granted), one (1) additional candidate (the “Additional Shareholders Candidate” and, together with the Additional Company Candidates, the “Additional Candidates”) for election at the 2014 Meeting; provided, however, that the agenda item to elect the Additional Candidates shall be conditioned on (x) the Board Reduction Proposal not being validly approved and (y) a shareholder of the Company validly nominating one or more directors (other than the Icahn Designees or their Replacements) for election at the 2014 Meeting. If the conditions set forth in clauses (x) and (y) of the preceding sentence are not satisfied, then the Company, the Board, the Shareholders and the Icahn Designees agree that the Board shall have at least three (3) vacancies and agree not to nominate any person to such vacancies. The Company shall name each of the Company Nominees, the Icahn Designees and the Additional Candidates in the proxy statement prepared, filed and delivered in connection with the 2014 Meeting, and the Company and the Board agree to use commercially reasonable efforts to cause the election of each of the Additional Cand...
Director Designees. Prior to the Closing, the Board of Directors of First Bank shall take all necessary actions to increase by three the number of directors constituting the entire Board of Directors of First Bank, effective as of and contingent upon the occurrence of the Effective Time, and shall duly elect three individuals to be designated, prior to the Effective Time, by First Bank, in consultation with Xxxxxxx, pursuant to the procedure set forth in the following sentence (the “Director Designees”) to become directors of First Bank, effective as of and contingent upon the occurrence of the Effective Time. The Director Designees shall be individuals serving on the Board of Directors of Malvern as of the date of this Agreement, determined by First Bank in consultation with Malvern, subject to First Bank’s customary background screening and evaluation procedures for potential directors. First Bank shall use its reasonable best efforts to obtain First Bank Shareholder Approval as contemplated by the foregoing provisions of this Section 6.5.
Director Designees. Effective immediately upon the Note Exchange and continuing for as long as SCO and its Affiliates (as defined below) hold at least 20% of the aggregate number of shares of the Series A Stock issued to SCO and its Affiliates in connection with the Note Exchange or at least 20% of the Conversion Shares issued upon conversion of such Series A Stock, (a) SCO shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee.
Director Designees. (a) Until the later of (i) December 31, 2025 and (ii) the earlier of (x) the date on which Xx. XxXxxxx owns fewer than 7,188,031 shares of Common Stock (as equitably adjusted as a result of a stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like) and (y) the date on which Xx. XxXxxxx no longer serves as the Executive Chair (the date contemplated by clauses (i) and (ii), the “Sunset Date”), New PubCo’s slate of individuals nominated for election to the Board shall include the WWE Designees designated in accordance with Section 1.1(b); provided, that the WWE Designees shall at all times include at least three (3) Independent Directors. For purpose of this Agreement, “Independent” shall have the meaning set forth in New PubCo’s by-laws. For purposes of this Section 1.1(a), Xx. XxXxxxx shall be deemed to own (1) any shares of Common Stock held by any trust that is for the benefit of Xx. XxXxxxx or the immediate family of Xx. XxXxxxx and over which Xx. XxXxxxx retains voting control, and (2) any shares of Common Stock owned by a partnership, limited liability company or other entity, the sole owners of which are Xx. XxXxxxx or the immediate family of Xx. XxXxxxx and in any case of which Xx. XxXxxxx is the legal and beneficial owner of a majority of the outstanding voting securities or the managing member.
Director Designees. While at least 50% of the Series A Preferred is outstanding, an Investor holding at least 50% of the Series A Preferred is entitled to designate an individual to be nominated by the Board of Directors, subject to such individual satisfying the requirements of an independent director as set forth in the Securities Exchange Act of 1934, as amended, and other applicable requirements of the exchange or quotation system upon which the Company's common stock is listed or quoted.
Director Designees. For as long as the Notes issued pursuant to this Agreement remain outstanding, the Company shall comply with the covenant set forth in Section 4.14 of the February Purchase Agreement, without regard to whether any “Notes”, as such term is used in the February Purchase Agreement, remain outstanding.
Director Designees. For as long as the Notes issued pursuant to this Agreement remain outstanding, (a) SCO Capital Partners LLC shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO Capital Partners LLC, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee.
Director Designees. For as long as at least 20% of the shares of Preferred Stock issued pursuant to this Agreement remain outstanding, (a) SCO Capital Partners LLC shall have the right, from time to time, to designate two individuals, who shall be reasonably satisfactory to the then current Board of Directors, to serve as directors of the Seller (the "SCO DIRECTOR DESIGNEES"), (b) the Seller shall use its best efforts to cause the number of directors to be fixed at seven, two of which shall be the SCO Director Designees (the "SCO BOARD SEATS"), (c) the Seller shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Seller at each meeting of the Seller's shareholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of shareholders, the Seller shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee. Promptly, but not more than three (3) business days following the Initial Closing, the Seller shall increase the size of its Board of Directors or otherwise cause two vacancies to exist on its Board of Directors and shall cause the SCO Director Designees to be duly appointed or elected to fill such vacancies. The following persons are hereby deemed to be "reasonably satisfactory" pursuant to clause (a) above: Steven H. Rouhandeh, Jeffrey B. Davis, Mark Alvino and Howard S. Fisxxxx.
Director Designees. The Buyer represents and warrants that each of the Director Designees identified in Section 3(mm) (i) is not and has not been subject to any proceeding or event that constitutes a “bad actor” disqualification as set forth in Rule 506(d)(1) promulgated under Regulation D of the Securities Act and (ii) maintains reasonably sufficient professional experience and sophistication to serve on the board of directors of a publicly-held corporation of like kind and type as the Company.
Director Designees. The Company shall take all reasonable actions necessary to promptly cause the board of directors of the Company to include two (2) designees of Counterparty, and such designees shall complete such customary questionnaires or other background review as is reasonably requested by the Company (and the results thereof shall be reasonably satisfactory to the Company). From and after the date such person becomes a director of the Company, such director shall serve as such until his or her respective successor is duly elected or appointed and qualified or his or her earlier death, resignation, or removal.
