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.
Appears in 2 contracts
Samples: Cooperation Agreement (Ampco Pittsburgh Corp), Cooperation Agreement
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 shareholders2021 Annual Meeting, the Ancora Appointees (or any Replacement Appointee, as applicable) will provide any information the Corporation 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 Corporation Company in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the CorporationCompany’s initial 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.
Appears in 2 contracts
Samples: Cooperation Agreement (Ancora Advisors, LLC), Cooperation Agreement (Forward Air Corp)
Director Information. As a condition to the Ancora Investor Group 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 CorporationCompany’s shareholders, the Ancora Investor Group Appointees (or any Replacement Appointee, as applicable) will provide any information the Corporation 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 Corporation Company in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the CorporationCompany’s initial background review process, the Board learns that any Ancora Investor Group 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 Investor Group 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(c1(e) of this Agreement.
Appears in 1 contract
Samples: Cooperation Agreement (C. H. Robinson Worldwide, Inc.)
Director Information. As a condition to the Ancora Appointees’ (or any Replacement AppointeeReplacement’s, as applicable) appointment to the Board (or to act as the Observer) and any subsequent nomination for election as a director at an annual meeting of the Corporation’s shareholdersstockholders of the Company, the Ancora Appointees (or any Replacement AppointeeReplacement, as applicable) will provide any information the Corporation 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 Corporation Company in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the CorporationCompany’s initial background review process, the Board learns that any Ancora Appointee or any Replacement AppointeeReplacement, 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 AppointeeReplacement, as applicable), resign from the Board (or, as applicable, from serving as the Observer) and, in such case, the resulting vacancy on the Board shall be filled in the manner set forth in Section 1(c1(f) of this Agreement.
Appears in 1 contract
Samples: Cooperation Agreement (Mueller Water Products, Inc.)