Common use of GGO Board of Directors Clause in Contracts

GGO Board of Directors. (i) The Plan shall provide that as of the Effective Date, the board of directors of GGO (the “GGO Board”) shall have nine (9) members and three (3) of such members shall be persons designated by PSCM (the “Purchaser GGO Board Designees”), to separate classes of directors of the GGO Board (if GGO has a staggered board of directors); provided, that such designees shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the other Investment Agreements, the remaining members of the GGO Board on the Effective Date shall be chosen by the Company in consultation with each Purchaser. (ii) Unless each Purchaser has otherwise agreed, the Plan shall provide, in connection with the consummation of the Plan, for GGO to enter into an agreement with each Purchaser (the “GGO Agreement”) providing as follows: (1) That following the Closing, GGO shall nominate as part of its slate of directors and use its reasonable best efforts to have them elected to the GGO Board (including through the solicitation of proxies for such person to the same extent as it does for any of its other nominees to the GGO Board) (subject to applicable Law and stock exchange rules (provided that the Purchaser GGO Board Designees need not be “independent” under the applicable rules of the applicable stock exchange or the SEC)) (x) so long as the Purchaser Group has at least a 17.5% Fully Diluted GGO Economic Interest, three (3) Purchaser Board Designees, and (y) otherwise, so long as the Purchaser Group beneficially owns (directly or indirectly) in the aggregate at least 10% of the shares of GGO Common Stock on a Fully Diluted Basis, two (2) Purchaser Board Designees. For the avoidance of doubt, at and following such time as the Purchaser Group beneficially owns (directly or indirectly) in the aggregate less than 10% of the shares of GGO Common Stock on a Fully Diluted Basis, PSCM shall no longer have the right to designate directors for election to the GGO Board. (2) That following the Closing, and subject to applicable Law and stock exchange rules, there shall be proportional representation by Purchaser GGO Board Designees on any committee of the GGO Board, except for special committees established for potential conflict of interest situations, and except that only Purchaser GGO Board Designees who qualify under the applicable rules of the applicable stock exchange or the SEC may serve on committees where such qualification is required. If at any time the number of Purchaser GGO Board Designees serving on the GGO Board exceeds the number of Purchaser GGO Board Designees that PSCM is then otherwise entitled to designate as a result of a decrease in the percentage of shares of GGO Common Stock beneficially owned by the Purchaser Group, such Purchaser Group shall, to the extent it is within such Purchaser Group’s control, use commercially reasonable efforts to cause any such additional Purchaser GGO Board Designees to offer to resign such that the number of Purchaser GGO Board Designees serving on the GGO Board after giving effect to such resignation does not exceed the number of Purchaser GGO Board Designees that PSCM is entitled to designate for election to the GGO Board. (3) That except with respect to the resignation of a Purchaser GGO Board Designee pursuant to Section 5.10(b)(ii)(2), (A) PSCM shall have the power to designate a Purchaser GGO Board Designee’s replacement upon the death, resignation, retirement, disqualification or removal from office of such Purchaser GGO Board Designee and (B) the GGO Board shall promptly take all action reasonably required to fill any vacancy resulting therefrom with such replacement Purchaser GGO Board Designee (including nominating such person, subject to applicable Law, as GGO’s nominee to serve on the GGO Board and causing GGO to use all reasonable efforts to have such person elected as a director of GGO and solicit proxies for such person to the same extent as it does for any of GGO’s other nominees to the GGO Board). (4) That (A) each Purchaser GGO Board Designee shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the members of the GGO Board, and each Purchaser GGO Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the GGO Board or any committees thereof, to the same extent as other members of the GGO Board, (B) GGO shall notify each Purchaser GGO Board Designee of all regular and special meetings of the GGO Board and shall notify the Purchaser GGO Board Designee of all regular and special meetings of any committee of the GGO Board of which such Purchaser GGO Board Designee is a member, and (C) GGO shall provide each Purchaser GGO Board Designee with copies of all notices, minutes, consents and other materials provided to all other members of the GGO Board concurrently as such materials are provided to the other members (except, for the avoidance of doubt, as are provided to members of committees of which such Purchaser GGO Board Designee is not a member). (5) Purchaser GGO Board Designee candidates shall be subject to such reasonable eligibility criteria as applied in good faith by the nominating, corporate governance or similar committee of the GGO Board to other candidates for the GGO Board.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.)

AutoNDA by SimpleDocs

GGO Board of Directors. (i) The Plan shall provide that as of the Effective Date, the board of directors of GGO (the “GGO Board”) shall have nine (9) members and three two (32) of such members shall be persons designated by PSCM Purchaser (the “Purchaser GGO Board Designees”), to separate classes of directors of the GGO Board (if GGO has a staggered board of directors); provided, that such designees shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the other Investment Fairholme/Pershing Agreements, the remaining members of the GGO Board on the Effective Date shall be chosen by the Company in consultation with each Purchaser. (ii) Unless each Purchaser has otherwise agreed, the The Plan shall provide, in connection with the consummation of the Plan, for GGO to enter into an agreement with each Purchaser (the “GGO Agreement”) providing as follows: (1) That following the Closing, GGO shall nominate as part of its slate of directors and use its reasonable best efforts to have them elected to the GGO Board (including through the solicitation of proxies for such person to the same extent as it does for any of its other nominees to the GGO Board) (subject to applicable Law and stock exchange rules (provided that the Purchaser GGO Board Designees need not be “independent” under the applicable rules of the applicable stock exchange or the SEC)) (xA) so long as Purchaser and the Brookfield Consortium Members have not sold any of their GGO Shares or GGO Warrants, two (2) Purchaser GGO Board Designees (provided, that in the event that the chief executive officer of GGO is an employee of Purchaser or one if its Affiliates, such individual shall be one of the Purchaser Group has at least a 17.5% Fully Diluted GGO Economic Interest, three (3) Purchaser Board Designees, ) and (yB) otherwisefollowing the sale by Purchaser or any Brookfield Consortium Member of any GGO Shares or GGO Warrants, so long as Purchaser and the Purchaser Group Brookfield Consortium Members beneficially owns own (directly or indirectly) in the aggregate at least 10% of the shares of GGO Common Stock on a Fully Diluted Basis, two one (21) Purchaser GGO Board Designees. For the avoidance of doubt, at and following such time as Purchaser and the Purchaser Group Brookfield Consortium Members have sold GGO Shares or GGO Warrants and at such time beneficially owns own (directly or indirectly) in the aggregate less than 10% of the shares of GGO Common Stock on a Fully Diluted Basis, PSCM Purchaser and the Brookfield Consortium Members shall no longer have the right to designate directors for election to the GGO Board. (2) That following the Closing, and subject to applicable Law and stock exchange rules, there shall be proportional representation by Purchaser GGO Board Designees on any committee of the GGO Board, except for special committees established for potential conflict of interest situationssituations involving any Brookfield Consortium Member or any Affiliate thereof, and except that only Purchaser GGO Board Designees who qualify under the applicable rules of the applicable stock exchange or the SEC may serve on committees where such qualification is required. If at any time the number of Purchaser GGO Board Designees serving on the GGO Board exceeds the number of Purchaser GGO Board Designees that PSCM Purchaser is then otherwise entitled to designate as a result of a decrease in the percentage of shares of GGO Common Stock beneficially owned by Purchaser and the Brookfield Consortium Members, Purchaser Group, such Purchaser Group shall, to the extent it is within such Purchaser GroupPurchaser’s control, use commercially reasonable efforts to cause any such additional Purchaser GGO Board Designees to offer to resign such that the number of Purchaser GGO Board Designees serving on the GGO Board after giving effect to such resignation does not exceed the number of Purchaser GGO Board Designees that PSCM Purchaser is entitled to designate for election to the GGO Board. (3) That except with respect to the resignation of a Purchaser GGO Board Designee pursuant to Section 5.10(b)(ii)(2), (A) PSCM Purchaser shall have the power to designate a Purchaser GGO Board Designee’s replacement upon the death, resignation, retirement, disqualification or removal from office of such Purchaser GGO Board Designee and (B) the GGO Board shall promptly take all action reasonably required to fill any vacancy resulting therefrom with such replacement Purchaser GGO Board Designee (including nominating such person, subject to applicable Law, as GGO’s nominee to serve on the GGO Board and causing GGO to use all reasonable efforts to have such person elected as a director of GGO and solicit proxies for such person to the same extent as it does for any of GGO’s other nominees to the GGO Board). (4) That (A) each Purchaser GGO Board Designee shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the members of the GGO Board, and each Purchaser GGO Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the GGO Board or any committees thereof, to the same extent as other members of the GGO Board, (B) GGO shall notify each Purchaser GGO Board Designee of all regular and special meetings of the GGO Board and shall notify the Purchaser GGO Board Designee of all regular and special meetings of any committee of the GGO Board of which such Purchaser GGO Board Designee is a member, and (C) GGO shall provide each Purchaser GGO Board Designee with copies of all notices, minutes, consents and other materials provided to all other members of the GGO Board concurrently as such materials are provided to the other members (except, for the avoidance of doubt, as are provided to members of committees of which such Purchaser GGO Board Designee is not a member). (5) Purchaser GGO Board Designee candidates shall be subject to such reasonable eligibility criteria as applied in good faith by the nominating, corporate governance or similar committee of the GGO Board to other candidates for the GGO Board.

Appears in 4 contracts

Samples: Investment Agreement, Cornerstone Investment Agreement, Cornerstone Investment Agreement (General Growth Properties Inc)

GGO Board of Directors. (i) The Plan shall provide that as of the Effective Date, the board of directors of GGO (the “GGO Board”) shall have nine (9) members and three two (32) of such members shall be persons designated by PSCM (the “Purchaser GGO Board Designees”), to separate classes of directors of the GGO Board (if GGO has a staggered board of directors); provided, that such designees shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the other Investment Agreements, the remaining members of the GGO Board on the Effective Date shall be chosen by the Company in consultation with each Purchaser. (ii) Unless each Purchaser has otherwise agreed, the Plan shall provide, in connection with the consummation of the Plan, for GGO to enter into an agreement with each Purchaser (the “GGO Agreement”) providing as follows: (1) That following the Closing, GGO shall nominate two (2) Purchaser GGO Board Designees as part of its slate of directors and use its reasonable best efforts to have them elected to the GGO Board (including through the solicitation of proxies for such person to the same extent as it does for any of its other nominees to the GGO Board) (subject to applicable Law and stock exchange rules (provided that the Purchaser GGO Board Designees need not be “independent” under the applicable rules of the applicable stock exchange or the SEC)) (x) so long as the Purchaser Group has at least a 17.5% Fully Diluted GGO Economic Interest, three (3) Purchaser Board Designees, and (y) otherwise, so long as the Purchaser Group beneficially owns (directly or indirectly) in the aggregate at least 10% of the shares of GGO Common Stock on a Fully Diluted Basis, two (2) Purchaser Board Designees. For the avoidance of doubt, at and following such time as the Purchaser Group beneficially owns (directly or indirectly) in the aggregate less than 10% of the shares of GGO Common Stock on a Fully Diluted Basis, PSCM shall no longer have the right to designate directors for election to the GGO Board. (2) That following the Closing, and subject to applicable Law and stock exchange rules, there shall be proportional representation by Purchaser GGO Board Designees on any committee of the GGO Board, except for special committees established for potential conflict of interest situations, and except that only Purchaser GGO Board Designees who qualify under the applicable rules of the applicable stock exchange or the SEC may serve on committees where such qualification is required. If at any time the number of Purchaser GGO Board Designees serving on the GGO Board exceeds the number of Purchaser GGO Board Designees that PSCM is then otherwise entitled to designate as a result of a decrease in the percentage of shares of GGO Common Stock beneficially owned by the Purchaser Group, such Purchaser Group shall, to the extent it is within such Purchaser Group’s control, use commercially reasonable efforts to cause any such additional Purchaser GGO Board Designees to offer to resign such that the number of Purchaser GGO Board Designees serving on the GGO Board after giving effect to such resignation does not exceed the number of Purchaser GGO Board Designees that PSCM is entitled to designate for election to the GGO Board. (3) That except with respect to the resignation of a Purchaser GGO Board Designee pursuant to Section 5.10(b)(ii)(2), (A) PSCM shall have the power to designate a Purchaser GGO Board Designee’s replacement upon the death, resignation, retirement, disqualification or removal from office of such Purchaser GGO Board Designee and (B) the GGO Board shall promptly take all action reasonably required to fill any vacancy resulting therefrom with such replacement Purchaser GGO Board Designee (including nominating such person, subject to applicable Law, as GGO’s nominee to serve on the GGO Board and causing GGO to use all reasonable efforts to have such person elected as a director of GGO and solicit proxies for such person to the same extent as it does for any of GGO’s other nominees to the GGO Board). (4) That (A) each Purchaser GGO Board Designee shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the members of the GGO Board, and each Purchaser GGO Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the GGO Board or any committees thereof, to the same extent as other members of the GGO Board, (B) GGO shall notify each Purchaser GGO Board Designee of all regular and special meetings of the GGO Board and shall notify the Purchaser GGO Board Designee of all regular and special meetings of any committee of the GGO Board of which such Purchaser GGO Board Designee is a member, and (C) GGO shall provide each Purchaser GGO Board Designee with copies of all notices, minutes, consents and other materials provided to all other members of the GGO Board concurrently as such materials are provided to the other members (except, for the avoidance of doubt, as are provided to members of committees of which such Purchaser GGO Board Designee is not a member). (5) Purchaser GGO Board Designee candidates shall be subject to such reasonable eligibility criteria as applied in good faith by the nominating, corporate governance or similar committee of the GGO Board to other candidates for the GGO Board.

Appears in 3 contracts

Samples: Stock Purchase Agreement (General Growth Properties Inc), Stock Purchase Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.)

AutoNDA by SimpleDocs

GGO Board of Directors. (i) The Plan shall provide that as of the Effective Date, the board of directors of GGO (the “GGO Board”) shall have nine (9) members and three one (31) of such members shall be persons designated by PSCM Purchaser (the “Purchaser GGO Board DesigneesDesignee), to separate classes of directors of the GGO Board (if GGO has a staggered board of directors); provided, that such designees designee shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the other Investment Fairholme/Pershing Agreements, the remaining members of the GGO Board on the Effective Date shall be chosen by the Company in consultation with each Purchaser. (ii) Unless each Purchaser has otherwise agreed, the The Plan shall provide, in connection with the consummation of the Plan, for GGO to enter into an agreement with each Purchaser (the “GGO Agreement”) providing as follows: (1) That following the Closing, GGO shall nominate one (1) Purchaser GGO Board Designee as part of its slate of directors and use its reasonable best efforts to have them him or her elected to the GGO Board (including through the solicitation of proxies for such person to the same extent as it does for any of its other nominees to the GGO Board) (subject to applicable Law and stock exchange rules (provided that the Purchaser GGO Board Designees Designee need not be “independent” under the applicable rules of the applicable stock exchange or the SEC)) (x) so long as Purchaser and the Purchaser Group has at least a 17.5% Fully Diluted GGO Economic Interest, three (3) Purchaser Board Designees, and (y) otherwise, so long as the Purchaser Group Brookfield Consortium Members beneficially owns own (directly or indirectly) in the aggregate at least 10% of the shares of GGO Common Stock on a Fully Diluted Basis, two (2) Purchaser Board Designees. For the avoidance of doubt, at and following such time as Purchaser and the Purchaser Group Brookfield Consortium Members beneficially owns own (directly or indirectly) in the aggregate less than 10% of the shares of GGO Common Stock on a Fully Diluted Basis, PSCM Purchaser and the Brookfield Consortium Members shall no longer have the right to designate directors any director for election to the GGO Board. (2) That following the Closing, and subject to applicable Law and stock exchange rules, there shall be proportional representation by the Purchaser GGO Board Designees Designee on any committee of the GGO Board, except for special committees established for potential conflict of interest situationssituations involving any Brookfield Consortium Member or any Affiliate thereof, and except that only the Purchaser GGO Board Designees who qualify Designee may serve on committees where qualification under the applicable rules of the applicable stock exchange or the SEC may serve on committees where such qualification is requiredare required only if the Purchaser GGO Board Designee so qualifies. If at any time Purchaser is no longer entitled to designate the number of Purchaser GGO Board Designees serving on the GGO Board exceeds the number of Purchaser GGO Board Designees that PSCM is then otherwise entitled to designate Designee as a result of a decrease in the percentage of shares of GGO Common Stock beneficially owned by Purchaser and the Brookfield Consortium Members, Purchaser Group, such Purchaser Group shall, to the extent it is within such Purchaser GroupPurchaser’s control, use commercially reasonable efforts to cause any such additional Purchaser GGO Board Designees Designee to offer to resign such that the number of Purchaser GGO Board Designees serving on the GGO Board after giving effect to such resignation does not exceed the number of Purchaser GGO Board Designees that PSCM is entitled to designate for election to the GGO Boardresign. (3) That except with respect to the resignation of a the Purchaser GGO Board Designee pursuant to Section 5.10(b)(ii)(2), (A) PSCM Purchaser shall have the power to designate a the Purchaser GGO Board Designee’s replacement upon the death, resignation, retirement, disqualification or removal from office of such Purchaser GGO Board Designee and (B) the GGO Board shall promptly take all action reasonably required to fill any vacancy resulting therefrom with such replacement Purchaser GGO Board Designee (including nominating such person, subject to applicable Law, as GGO’s nominee to serve on the GGO Board and causing GGO to use all reasonable efforts to have such person elected as a director of GGO and solicit proxies for such person to the same extent as it does for any of GGO’s other nominees to the GGO Board). (4) That (A) each the Purchaser GGO Board Designee shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the members of the GGO Board, and each the Purchaser GGO Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the GGO Board or any committees thereof, to the same extent as other members of the GGO Board, (B) GGO shall notify each the Purchaser GGO Board Designee of all regular and special meetings of the GGO Board and shall notify the Purchaser GGO Board Designee of all regular and special meetings of any committee of the GGO Board of which such the Purchaser GGO Board Designee is a member, and (C) GGO shall provide each the Purchaser GGO Board Designee with copies of all notices, minutes, consents and other materials provided to all other members of the GGO Board concurrently as such materials are provided to the other members (except, for the avoidance of doubt, as are provided to members of committees of which such the Purchaser GGO Board Designee is not a member). (5) Purchaser GGO Board Designee candidates shall be subject to such reasonable eligibility criteria as applied in good faith by the nominating, corporate governance or similar committee of the GGO Board to other candidates for the GGO Board.

Appears in 3 contracts

Samples: Cornerstone Investment Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Investment Agreement (General Growth Properties Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!