Director Information. As a condition to the Ancora Appointees’ (or any Replacement Appointee’s) appointment to the Board and any subsequent nomination for election as a director at an annual meeting of the Corporation’s shareholders, the Ancora Appointees (or any Replacement Appointee, as applicable) will provide any information the Corporation reasonably requires, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Corporation in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the Corporation’s background review process, the Board learns that any Ancora Appointee or any Replacement Appointee, as the case may be, has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that such Ancora Appointee (or any Replacement Appointee, as applicable), resign from the Board and, in such case, the resulting vacancy shall be filled in the manner set forth in Section 1(c) of this Agreement.
Director Information. The Company shall furnish to each Director of the Board:
(a) promptly after the delivery thereof, all management letters of accountants relating to the Company or any Group Company;
(b) promptly upon any executive officer obtaining actual knowledge thereof and in any event promptly upon delivery or receipt by the Company or any Group Company of any notice relating thereto, written notification of:
(i) the occurrence of any default or breach under any material agreement to which the Company or any Group Company is a party; and
(ii) the commencement of any material legal or regulatory proceeding, action or investigation to which the Company or any Group Company is a party.
Director Information. As a condition to the Appointee’s or the Replacement’s appointment to the Board and any subsequent nomination for election as a director at the 2020 Annual Meeting, the Appointee or the Replacement, as the case may be, will provide any information the Company reasonably requires, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Company in accordance with past practice with respect to other members of the Board. If, following the completion of the Company’s initial background review process, the Board learns that the Appointee or the Replacement, as the case may be, has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that the Appointee or the Replacement, as the case may be, resign from the Board and, in such case, the resulting vacancy shall be filled in the manner set forth in Section 1(c) of this Agreement.
Director Information. (a) Each OM plc Director shall be entitled to disclose any information and provide relevant documents and materials about the Company and its Subsidiaries to, and discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with, any member of the OM plc Group (and any of their respective professional advisers), and with their respective officers and senior employees. The Company acknowledges that any Director taking action that is in accordance with the previous sentence shall not be in breach of any fiduciary, statutory, contractual or other duty.
(b) Notwithstanding the duties owed by each of the Directors to the Company, no OM plc Director shall be required to disclose to the Company or the Board of Directors any information or documentation regarding any member of the OM plc Group.
(c) The Company shall provide each OM plc Director with copies of all notices, minutes, consents and other materials provided by the Company to all other members of the Board of Directors (or members of any committee of the Board, as applicable) concurrently and in the same form as such materials are provided to such other members.
Director Information. (a) Each Xxxxxxx Director shall be entitled to disclose any information and provide relevant documents and materials about the Company and its Subsidiaries to, and discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with Xxxxxxx’x officers and senior employees and professional advisers. The Company acknowledges that any Xxxxxxx Director taking action that is in accordance with the previous sentence shall not be in breach of any fiduciary, statutory, contractual or other duty.
(b) Notwithstanding the duties owed by each of the Directors to the Company, no Xxxxxxx Director shall be required to disclose to the Company or the Board of Directors any information or documentation regarding Xxxxxxx, its Related Persons or any investors in such Related Persons.
(c) The Company shall provide each Xxxxxxx Director with copies of all notices, minutes, consents and other materials provided by the Company to all other members of the Board of Directors (or members of any committee of the Board of Directors, as applicable) concurrently and in the same form as such materials are provided to such other members.
(d) Nothing in this Section 3.3 shall reduce or limit Xxxxxxx Directors’ access to information, reduce or limit Xxxxxxx Directors’ rights to disclose any information or create any obligation on the part of Xxxxxxx Directors to make disclosures to the Company, in each case as governed by Applicable Law.
Director Information. Spotless will provide the Company on a timely basis with all information respecting the director nominees of Spotless contemplated by Section 2.3(a)(iv) (F) as may be required by Section 14(f) of the Exchange Act and the rules and regulations promulgated thereunder.
Director Information. The Adviser will also provide the Company with any information reasonably requested regarding its management of the Company required by the Director. The Adviser will make its officers and employees available to meet with the Director from time to time on due notice to review its investment management services to the Company in light of current and prospective economic and market conditions and shall furnish to the Director such information as may reasonably be necessary in order for the Director to evaluate this Agreement or any proposed amendments thereto.
Director Information. As a condition to the Directors’ nomination for election as a director at an annual meeting of the Company’s stockholders (or any Replacement Director’s appointment to the Board and any subsequent nomination for election as a director at an annual meeting of the Company’s stockholders), the Directors (or any Replacement Director, as applicable) will provide any information the Company reasonably requires, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks and customary interviews with the N&G Committee, to the extent, in each case, consistent with the information, background checks and interviews required by the Company in accordance with past practice with respect to other members of the Board. If, following the completion of the Company’s background review process, the Board learns that any Director or any Replacement Director, as the case may be, has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that such Director (or any Replacement Director, as applicable) resign from the Board and, in such case, the resulting vacancy on the Board shall be filled in the manner set forth in Section 1(c) of this Agreement.
Director Information. Akorn agrees that, for so long as the Trust continues to own at least 240,000 shares of common stock of Akorn (subject to appropriate adjustment in the case of stock splits or stock dividends), Akorn will, at the request of the Trust, promptly provide to the Trust copies of all documents and other information and materials provided to, or made available to, its directors in connection with their service as directors.
Director Information. As a condition to each Ancora Appointee’s nomination to serve on the Board and any subsequent nomination for election as a director at an annual meeting of the Corporation’s shareholders, such Ancora Appointee will provide any information the Corporation reasonably requires, including information required by the Corporation’s Amended and Restated Bylaws, as then in effect, or to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Corporation in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the Corporation’s background review process, the Board learns that any Ancora Appointee has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that, and the Ancora Parties shall cause, such Ancora Appointee, to resign from the Board.
