Common use of Director Information Clause in Contracts

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 the 2021 Annual Meeting, the Ancora Appointees (or any Replacement Appointee, 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, 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 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)

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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 2021 Annual MeetingCompany’s shareholders, the Ancora Investor Group Appointees (or any Replacement Appointee, 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, 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 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 Appointee’s) appointment to the Board and any subsequent nomination for election as a director at an annual meeting of the 2021 Annual MeetingCorporation’s shareholders, the Ancora Appointees (or any Replacement Appointee, as applicable) will provide any information the Company 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 Company Corporation in accordance with past practice with respect to other members of the Board. If, at any time following the completion of the CompanyCorporation’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 1 contract

Samples: Cooperation Agreement (Ampco Pittsburgh Corp)

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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 2021 Annual Meetingstockholders of the Company, the Ancora Appointees (or any Replacement AppointeeReplacement, 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, 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 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.)

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