Director Qualifications. (a) At least one Xxxxxx Designee shall at all times qualify as an independent director pursuant to the applicable rules of the NYSE (or any other securities exchange or market system on which the Common Stock is listed) and meet all applicable qualifications required for such individual to serve on the Audit Committee. (b) No individual may be designated by the Xxxxxx Stockholder for nomination or appointment to the Board at any time if, within ten years of such time, any of the events described in Items 401(f)(2)-(8) of Regulation S-K under the Securities Act (or any successor regulation) occurred, unless the Company, in its sole discretion, concludes that disclosure of such event would not be required. (c) Each Xxxxxx Designee shall be required, as a condition to such individual’s nomination, appointment and service as a Director, to make such acknowledgements, enter into such agreements and provide such information as the Board requires of all Directors at such time, including without limitation, completing such questionnaires as the Company requires of all Directors or nominees and agreeing to be bound by the Company’s Code of Business Conduct and Ethics, Statement of Company Policy on Xxxxxxx Xxxxxxx and Disclosure, and Special Trading Procedures for Insiders. Notwithstanding the foregoing, the Company agrees that, to the extent requested by any Xxxxxx Designee, it will renounce its interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity offered to such Xxxxxx Designee, except for business opportunities offered to such Xxxxxx Designee expressly in his or her capacity as a director of the Company, to the fullest extent permitted by applicable law. The Company also agrees that it will provide indemnification, advancement of expenses, directors’ and officers’ liability insurance and compensation for service as a director to the Xxxxxx Designees who are Directors on the same basis, and in the same manner, as it does for all other non-employee Directors.
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Director Qualifications. (a) At least one Xxxxxx Designee shall at all times qualify as an independent director pursuant to the applicable rules of the NYSE (or any other securities exchange or market system on which the Common Stock is listed) and meet all applicable qualifications required for such individual to serve on the Audit Committee.
(b) No individual may be designated by the Xxxxxx Stockholder Initial Xxxx Stockholders for nomination or appointment to the Board at any time time: (i) if, within ten years of such time, any of the events described in Items 401(f)(2)-(8) of Regulation S-K under the Securities Act of 1933, as amended (or any successor regulation) occurred, unless the Company, in its sole discretion, concludes that disclosure of such event would not be required, (ii) if such individual would be prohibited by applicable law from serving as a Director or (iii) if a majority of the members of the Board, other than the Xxxx Designees, determine, in good faith, that such individual’s service as a Director would be materially detrimental to the Company (in which case the Initial Xxxx Stockholders will have 30 days to designate a replacement pursuant to a Designation Notice delivered in accordance with Section 2.1(b) without giving effect to the deadlines set forth therein). The Initial Xxxx Stockholders shall use reasonable efforts to ensure that any Xxxx Designee satisfies all stated criteria and guidelines for director nominees of the Company.
(cb) Each Xxxxxx Xxxx Designee shall be required, as a condition to such individual’s nomination, appointment and service as a Director, to make such acknowledgements, enter into such agreements and provide such information as the Board requires of all Directors at such time, including without limitation, completing such questionnaires as the Company requires of all Directors or nominees and agreeing to be bound by the Company’s Code of Business Conduct and Ethics, Statement of Company Policy on Xxxxxxx Xxxxxxx and Disclosure, and Special Trading Procedures for Insiders. Notwithstanding Each Xxxx Designee (other than the foregoingCompany’s Chief Executive Officer) shall also be required, the Company agrees thatas a condition to such individual’s nomination, appointment and service as a Director, to submit an irrevocable conditional resignation to be effective upon the extent requested by any Xxxxxx Designee, it will renounce its interest or expectancy in, or occurrence of a reduction in being offered an opportunity the Initial Xxxx Stockholder’s director nomination rights pursuant to participate in, any business opportunity offered to Section 2.1(a) and the Board’s formal acceptance of such Xxxxxx Designee, except for business opportunities offered to resignation following such Xxxxxx Designee expressly in his or her capacity as a director of the Company, to the fullest extent permitted by applicable lawreduction. The Company also agrees that it will provide indemnification, advancement of expenses, directors’ and officers’ liability insurance and compensation for service as a director to the Xxxxxx Xxxx Designees who are Directors on the same basis, and in the same manner, as it does for all other non-employee Directors.
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Director Qualifications. (a) At least one Xxxxxx Designee shall at all times qualify as an independent director pursuant to the applicable rules of the NYSE (or any other securities exchange or market system on which the Common Stock is listed) and meet all applicable qualifications required for such individual to serve on the Audit Committee.
(b) No individual may be designated by the Xxxxxx Stockholder Contributor for nomination or appointment to the Board at any time time: (i) if, within ten years of such time, any of the events described in Items 401(f)(2)-(8) of Regulation S-K under the Securities Act of 1933, as amended (or any successor regulation) occurred, unless the Company, in its sole discretion, concludes that disclosure of such event would not be required, (ii) if such individual would be prohibited by applicable law from serving as a Director or (iii) if a majority of the members of the Board, other than the Contributor Designee, determine, in good faith, that such individual’s service as a Director would be materially detrimental to the Company (in which case the Contributor will have 30 days to designate a replacement pursuant to a Designation Notice delivered in accordance with Section 2.1(b) without giving effect to the deadlines set forth therein). The Contributor shall use reasonable efforts to ensure that any Contributor Designee satisfies all stated criteria and guidelines for director nominees of the Company.
(cb) Each Xxxxxx Designee Any Contributor Nominee shall be required, as a condition to such individual’s nomination, appointment and service as a Director, to make such acknowledgements, enter into such agreements and provide such information as the Board requires of all Directors at such time, including without limitation, completing such questionnaires as the Company requires of all Directors or nominees and agreeing to be bound by the Company’s Code of Business Conduct and Ethics, Statement of Company Policy on Xxxxxxx Xxxxxxx and Disclosure, and Special Trading Procedures for Insiders. Notwithstanding the foregoingAny Contributor Designee shall also be required, the Company agrees thatas a condition to such individual’s nomination, appointment and service as a Director, to submit an irrevocable conditional resignation to be effective upon the extent requested by any Xxxxxx Designee, it will renounce its interest or expectancy in, or occurrence of a termination in being offered an opportunity the Contributor’s director nomination rights pursuant to participate in, any business opportunity offered to Section 2.1(a) and the Board’s formal acceptance of such Xxxxxx Designee, except for business opportunities offered to resignation following such Xxxxxx Designee expressly in his or her capacity as a director of the Company, to the fullest extent permitted by applicable lawtermination. The Company also agrees that it will provide indemnification, advancement of expenses, directors’ and officers’ liability insurance and compensation for service as a director to the Xxxxxx Designees Contributor Designee who are Directors is a Director on the same basis, and in the same manner, as it does for all other non-employee Directors.
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Samples: Director Nomination Agreement (Easterly Government Properties, Inc.)
Director Qualifications. (a) At least one Xxxxxx Designee shall at all times qualify as an independent director pursuant to the applicable rules of the NYSE (or any other securities exchange or market system on which the Common Stock is listed) and meet all applicable qualifications required for such individual to serve on the Audit Committee.
(b) No individual may be designated by the Xxxxxx Stockholder Initial Oxxx Stockholders for nomination or appointment to the Board at any time time: (i) if, within ten years of such time, any of the events described in Items 401(f)(2)-(8) of Regulation S-K under the Securities Act of 1933, as amended (or any successor regulation) occurred, unless the Company, in its sole discretion, concludes that disclosure of such event would not be required, (ii) if such individual would be prohibited by applicable law from serving as a Director or (iii) if a majority of the members of the Board, other than the Oxxx Designees, determine, in good faith, that such individual’s service as a Director would be materially detrimental to the Company (in which case the Initial Oxxx Stockholders will have 30 days to designate a replacement pursuant to a Designation Notice delivered in accordance with Section 2.1(b) without giving effect to the deadlines set forth therein). The Initial Oxxx Stockholders shall use reasonable efforts to ensure that any Oxxx Designee satisfies all stated criteria and guidelines for director nominees of the Company.
(cb) Each Xxxxxx Oxxx Designee shall be required, as a condition to such individual’s nomination, appointment and service as a Director, to make such acknowledgements, enter into such agreements and provide such information as the Board requires of all Directors at such time, including without limitation, completing such questionnaires as the Company requires of all Directors or nominees and agreeing to be bound by the Company’s Code of Business Conduct and Ethics, Statement of Company Policy on Xxxxxxx Ixxxxxx Xxxxxxx and Disclosure, and Special Trading Procedures for Insiders. Notwithstanding Each Oxxx Designee (other than the foregoingCompany’s Chief Executive Officer) shall also be required, the Company agrees thatas a condition to such individual’s nomination, appointment and service as a Director, to submit an irrevocable conditional resignation to be effective upon the extent requested by any Xxxxxx Designee, it will renounce its interest or expectancy in, or occurrence of a reduction in being offered an opportunity the Initial Oxxx Stockholder’s director nomination rights pursuant to participate in, any business opportunity offered to Section 2.1(a) and the Board’s formal acceptance of such Xxxxxx Designee, except for business opportunities offered to resignation following such Xxxxxx Designee expressly in his or her capacity as a director of the Company, to the fullest extent permitted by applicable lawreduction. The Company also agrees that it will provide indemnification, advancement of expenses, directors’ and officers’ liability insurance and compensation for service as a director to the Xxxxxx Oxxx Designees who are Directors on the same basis, and in the same manner, as it does for all other non-employee Directors.
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