Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).
Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.
Resignation as Officer and Director Upon termination of this Agreement and the Executive’s employment hereunder for any reason by either party, the Executive shall be deemed to have resigned from all offices and positions the Executive may hold with the Company at such time including without limitation Board membership and/or positions as an officer of the Company.
Board Nominees (1) So long as Second City, together with its Controlled Entities, owns (a) thirty percent (30%) or more of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal (i) if the number of directors comprising the entire board of directors of the General Partner is six or more, two; or (ii) if the number of directors comprising the entire board of directors of the General Partner is five or fewer, one; or (b) less than thirty percent (30%) but at least ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have the right from time to time to designate individuals for nomination for election by the stockholders to the board of directors of the General Partner, such that the number of directors serving (or who would serve upon election), and who are or had been designated for nomination or nominated to serve by Second City, shall equal one. If Second City, together with its Controlled Entities, owns less than ten percent (10%) of the outstanding REIT Shares (assuming all outstanding Partnership Common Units not held by the General Partner or any of its wholly-owned Subsidiaries that owns Partnership Common Units are tendered for Redemption and exchanged for REIT Shares, regardless of whether such Partnership Common Units are then eligible for Redemption), Second City shall have no right under this Section 8.8 to designate for nomination any individual to serve on the board of directors of the General Partner. The General Partner, acting through its Board of Directors, will recommend and use all commercially reasonable good faith efforts to cause the election of each Second City Nominee designated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Second City Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.
Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.
Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.
Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.
Chief Executive Officer and Director Notification Requirement If the Recipient is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Company’s Singapore Affiliate, the Recipient is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when the Recipient receives an interest (e.g., the Awards, Shares, etc.) in the Company or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when Shares are sold), or (iii) becoming a CEO, director, associate director or shadow director. SOUTH AFRICA
Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.
Resignation as Officer or Director Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.
