Director Matters. Company shall cause to be delivered to Buyer resignations of all the directors of Company and its Subsidiaries, such resignations to be effective as of the Effective Time.
Director Matters. (a) Section 4(b) of the Agreement is amended and restated as follows:
(b) In connection with the Annual Meeting to be held in 2014 (the “2014 Annual Meeting”), the Annual Meeting to be held in 2015 (the “2015 Annual Meeting”) and the Annual Meeting to be held in 2016 (the “2016 Annual Meeting”), the Company will take all action necessary to effect the following:
(i) the Board and the Nominating and Governance Committee shall nominate Xxxxxxx for election to the Board as a director at the 2014 Annual Meeting, the 2015 Annual Meeting and the 2016 Annual Meeting, as applicable; and
(ii) the Company shall recommend that the Company’s stockholders vote, and shall solicit proxies, in favor of the election of Xxxxxxx at the 2014 Annual Meeting, the 2015 Annual Meeting and the 2016 Annual Meeting and otherwise support Xxxxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.”
Director Matters. Without the affirmative vote or written consent of CDBC Director, the Company or any other Group Member shall not effect or validate any of the following actions (either directly or by amendment, merger, consolidation, or otherwise):
(i) change the number or the power of the board of directors and board committees;
(ii) sell, transfer, license, charge, encumber or otherwise dispose of any trademarks, patents, know-how, software or other intellectual property owned by the Company and/or any Group Member;
(iii) appoint, remove or settle the terms or compensation of any Senior Manager (including but not limited to the Chief Executive Officer, Deputy Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, General Manager, Vice General Manager, Financial Controller, Head of Department/Division or equivalent positions, Secretary of the board of directors or other key manager(s));
(iv) other than the renewal of the existing contracts or agreements, borrow any money in excess of US$20,000,000 in any calendar year over the annual budget approved under Article 5.2(A);
(v) enter into any transaction, or make any payment or commitment, involving an expense or capital expenditure in excess of US$10,000,000 in the ordinary course of business or US$5,000,000 not in the ordinary course of business in any calendar year, each over the annual budget approved under Article 5.2(A);
(vi) other than statutory lien or that with a value less than US$5,000,000, make or suffer to exist any lien, security interest, pledge or other encumbrance on any of the assets of the Group or any of its Subsidiaries in any calendar year not contemplated in the annual budget approved under Article 5.2(A);
(vii) dispose of any of its assets with a value less than US$10,000,000 in any calendar year except for sales of inventory in the ordinary course of business;
(viii) acquire any assets (including intangible assets) with a book value or cost in excess of US$2,500,000 in any calendar year, other than in the ordinary course of business; and
(ix) enter into any material lease or contract for the purchase or sale of any property, real or personal, tangible or intangible, or the purchase of other assets (tangible or intangible) except in each case for a lease or contract involving aggregate payments of less than US$2,500,000 or entered into in the ordinary course of business consistent with past practice in any calendar year, or enter into any agreement that wo...
Director Matters. No provision of this Agreement shall limit or otherwise restrict the Holder with respect to any vote that the Holder (or, if the Holder is not a natural person, the Holder’s representative) may make solely in his or her capacity as a director of the Company with respect to a matter presented to the Company Board.
Director Matters. Each Director designated by the Purchaser pursuant to the terms of this Agreement shall resign immediately upon the payment in full of all obligations owing under the Notes and this Agreement. If the Board of Directors shall determine in good faith in the exercise of its fiduciary duties, based on the advice of outside counsel, that nomination of any person designated by the Purchaser for election to the Board of Directors would not be in the best interests of the Company, then the Company shall promptly notify the Purchaser of such determination and thereafter the Purchaser may designate a new person for nomination for election to the Board of Directors. Without limiting the ability of the Purchaser to designate other persons, the Purchaser hereby submits to the Company the individuals listed on Schedule 6.31 for consideration by the Board of Directors. The Company shall cause the Board to approve, subject to the exercise of its fiduciary duties as described above, such individuals as suitable for election to the Board of Directors no later than May 1, 1998.
Director Matters. (a) Buyer shall take all appropriate action so that, as of the Effective Time, (A) the number of directors constituting Buyer Board and the board of directors of Buyer Bank shall be increased by two (2) and (B) W. Xxxxx Xxxx and one additional individual, designated jointly by Buyer and Company shall be appointed as directors of Buyer and Buyer Bank. Buyer will nominate W. Xxxxx Xxxx and such additional individual for election as a director in the open classes at the annual meeting of Buyer immediately following the Effective Time and solicit proxies for W. Xxxxx Xxxx and such additional individual in the same manner as it does for all the other members of Buyer’s slate of directors in connection with such meeting.
(b) Company shall take all appropriate action so that, as of the Effective Time, the officers and directors of each Subsidiary of the Company resign from such position held by each such individual.
Director Matters. Each member of the Board of Directors and the board of directors of the Company Subsidiary (the “Subsidiary Board”) (other than Brendan Case) shall have executed a resignation letter which provides that (i) such director shall resign from the Board of Directors and/or the Subsidiary Board, such resignation to be effective immediately prior to, and conditioned upon, the Effective Time, (ii) such director shall have waived any and all claims against the Company relating to such director’s service on the Board of Directors and/or the Subsidiary Board, (iii) such director will have waived any right to receive indemnification or advancement of expenses other than with respect to any claims covered by the “tail” insurance policy to be obtained pursuant to Section 6.05 and (iv), to the extent applicable, such director shall have terminated the indemnification agreement executed by the Company and such director.
Director Matters. (a) Company shall use commercially reasonable efforts to cause to be delivered to Buyer resignations of all the directors of Company and its Subsidiaries, such resignations to be effective as of the Effective Time.
(b) Buyer shall take all appropriate action so that, as of the Effective Time, the number of directors constituting the Board of Directors of Buyer and Buyer Bank shall be increased by five, and that the individuals identified on Company Disclosure Schedule 1.03 shall be appointed as directors of Buyer and Buyer Bank. Such individuals shall serve in such roles subject to the policies of Buyer.
(c) At or promptly following the Effective Time, Buyer shall invite the remaining members of the Board of Directors of Company (i.e., those individuals who were not specified in Company Disclosure Schedule 1.03) to serve as members of one or more regional advisory boards for Buyer Bank.
Director Matters. (a) During those periods during the Term when the Board has at least seven members, Bxxxx shall have the right to (i) nominate for election to the Board two directors (which may include Bxxxx, provided that, none of whom may seek, or accept an appointment, to act as Chairman of the Board, Vice Chairman of the Board or Chairman of any of the committees of the Board for the Term of the Agreement) and (ii) replace either of the two directors with another director for any reason or no reason at any time by providing notice to the Board, and the Board, including the Independent Directors, and the Company shall take all actions as are reasonably necessary to elect such directors to the Board. During those periods during the Term when the Board has not less than four nor more than six members, Bxxxx shall have the right to (i) nominate for election to the Board one director (which may include Bxxxx, provided that, such director may not seek, or accept an appointment, to act as Chairman of the Board, Vice Chairman of the Board or Chairman of any of the committees of the Board for the Term of the Agreement) and (ii) replace the director with another director for any reason or no reason at any time by providing notice to the Board, and the Board, including the Independent Directors, and the Company shall take all actions as are reasonably necessary to elect such director to the Board. Notwithstanding the foregoing, if the Board, any committee of the Board, the Company or any member of the Board, individually or collectively, takes any action that results in any such director nominated by Bxxxx being in breach of the terms of the proviso set forth in subsection (i) of the first sentence of this Section 10(a) or the terms of the proviso set forth in subsection (i) of the second sentence of this Section 10(a), such action shall not constitute a Breach of this Agreement by any Majority Stockholder or any other Person.
(b) During those periods during the Term when the Board has four or more members, Bxxxxxx shall have the right to (i) nominate for election to the Board one director (which may include Bxxxxxx, provided that, none of whom may seek, or accept an appointment, to act as Chairman of the Board, Vice Chairman of the Board or Chairman of any of the committees of the Board for the Term of the Agreement) and (ii) replace the director with another director for any reason or no reason at any time by providing notice to the Board, and the Board, including the Independ...
Director Matters. The Company shall, reasonably promptly after the execution of this Agreement, enter into indemnification agreements with each Person who serves as a Director in the form reasonably approved by, and shall obtain and maintain Directors and officers liability insurance in an amount and on terms and conditions (including with respect to the expense of such insurance) reasonably satisfactory to, the Board and the Providence Directors. To the fullest extent not prohibited by law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to any officer, director or stockholder of the Company.
