New Director. The Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board by one (1) member and appoint Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on the Board no later than five (5) days after the Effective Date (such date, the “Appointment Date”).
(i) The term of the First New Director shall begin on the Appointment Date and expire at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law.
(ii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate (A) the First New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” and, together with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each as candidates for election to the Board at the 2022 Annual Meeting and the Company agrees to recommend, support and solicit proxies for the election of each New Director at the 2022 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees.
(iii) As a condition to the Company’s obligation to appoint the First New Director and nominate the New Directors for election at the 2022 Annual Meeting, each of the New Directors shall (A) be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (C) with respect to the First New Director, have complied at all times with t...
New Director. The Company agrees that the Board of Directors of the Company (the “Board”) shall on the date hereof take all necessary actions to: (i) increase the size of the Board by one Class II directorship with a term expiring at the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and appoint Xxxxx X. Xxxxxx (the “New Director”) to fill the resulting vacancy; and (ii) appoint the New Director to the Nomination and Compensation Committee of the Board. The New Director has previously delivered to the Company a completed standard director and officer questionnaire of the Company (a “D&O Questionnaire”), and contemporaneously with the execution of this Agreement is delivering an executed nomination letter in the form attached hereto as Exhibit A-1 (the “Nomination Letter”) and an executed irrevocable resignation of the New Director in the form attached hereto as Exhibit A-2 (the “Resignation”, and together with the D&O Questionnaire and the Nomination Letter, the “Nomination Documents”).
New Director. The Board shall include Xxxxxxx X. Xxxxxxxxxxxx (the “New Director”) as a nominee for the Board in the proxy statement for the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) and, in accordance with the requirements of paragraph 5, shall recommend and solicit proxies for the election of the New Director at the 2020 Annual Meeting.
New Director. The Company hereby agrees that, promptly following execution of this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxx Bazaar (the “New Director”) as a Class III director of the Company with a term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Simultaneously with the appointment of the New Director to the Board, the size of the Board shall be increased to not more than eight (8) directors. The Board, based on information provided by Engine and the New Director, has determined that the New Director would (A) qualify as an “independent director” under the applicable rules of The Nasdaq Global Market (“Nasdaq”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(f)(iii) hereof).
New Director. Within one business day (as defined below) following the Effective Date and subject to the provision by Xxxxx of any information reasonably requires to complete Company’s customary onboarding procedures, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to (1) create a vacancy and appoint Xxxxx as a member of the Board, effective January 1, 2024, with an initial term expiring at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and (2) appoint Xxxxx to the Risk Management Committee of the Board and the Audit and Finance Committee of the Board, effective January 1, 2024.
New Director. (a) As soon as practicable following the date of this Agreement, but no later than June 25, 2018 (such date, the “Appointment Date”), the board of directors of the Company (the “Board”) shall appoint Lxxxxx X. Xxxxxxxx (the “New Director”) to serve on the Board. The Nominating and Governance Committee of the Board and the Board will (i) limit the number of director nominees of the Company in connection with the Company’s 2018 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “2018 Annual Meeting”) to nine nominees and (ii) also nominate the New Director for election as one of the director nominees of the Company in connection with the 2018 Annual Meeting.
(b) The Investors hereby irrevocably withdraw the nomination of Lxxxxx X. Xxxxxxxx, Jxxx Xxxxx, Gxx Xxxxx and Rxxxxxx Xxx Xxxxx, Xx. notified by or on behalf of it to the Company on May 4, 2018 in connection with the 2018 Annual Meeting and any related materials or notices submitted to the Company in connection therewith or related thereto, and agree not to nominate any new nominee for election at the 2018 Annual Meeting in substitution for Lxxxxx X. Xxxxxxxx, Jxxx Xxxxx, Gxx Xxxxx and Rxxxxxx Xxx Xxxxx, Xx.
New Director. The Company hereby agrees that, effective five (5) business days following the issuance of the Company 8-K (as hereinafter defined) announcing the entry into this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Axxx Xxxxxxxx, as representative of Investor (the “Investor Affiliated Director”) as a director of the Company. Satisfactory completion of customary background checks and the Company’s standard directors and officers questionnaire for the Investor Affiliated Director shall have been completed prior to the date hereof. Simultaneously with the appointment of the Investor Affiliated Director to the Board, the size of the Board shall be increased to not more than twelve (12) directors. The Board, based on information provided by Investor and the Investor Affiliated Director, has determined that the Investor Affiliated Director would (i) qualify as an “independent director” under the applicable rules of The New York Stock Exchange (“NYSE”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and (ii) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in clauses (iii)-(iv) of Section 1(g) hereof).
New Director. Michael Milligan shall have been appointed to the Board of Directors ox XxxxXxxxx.
New Director. The OPP Investors and the Company have discussed the election of Xxxxxxx X. Xxxxx (the “New Director”) to the Board, subject to the Board’s approval not to be unreasonably withheld. The Board has requested a period, not to exceed thirty (30) days from the date hereof (the “Review Period”), to consider the election of the New Director to the Board with a term expiring at the 2011 Annual Meeting and to conduct a background check. Not later than the end of the Review Period, the New Director shall either be elected to the Board in place of Xx. Xxxx or the Board shall give Xxxxxx Press written notice of its decision not to elect the New Director to the Board. In the event that the Board chooses not to elect the New Director to the Board or in the event that the New Director were unable or unwilling to serve prior to his appointment to the Board or unable or unwilling to serve his entire term, a replacement independent director shall be selected by Xxxxxx Press who shall not be Affiliated with Xxxxxx Press. The election of any such replacement nominee shall be subject to the Board’s approval not to be unreasonably withheld or delayed. The Board shall have a Replacement Review Period after receiving notice of the identity of a replacement nominee (whether such notice is provided prior to or after the departure of the New Director from the Board, if applicable) to consider such replacement nominee, whether such replacement nominee has relevant, applicable experience and to conduct a background check, and not later than the end of the Replacement Review Period shall elect such replacement nominee (subject to the resignation or other departure of the New Director, if applicable) or give written notice to Xxxxxx Press of its decision not to elect such replacement nominee in which event Xxxxxx Press shall have the right to select another replacement nominee as provided in this Section 2.1(f). Upon his election, the New Director shall also be elected to the Strategic Alternatives Committee in place of an existing member of such committee other than Xxxxxx X. Xxxxxx. Irrespective of the identity of the director elected pursuant to this Section 2.1(f), such individual shall be referred to as the “New Director” hereunder.
New Director. Size of the Board. Company agrees that, following the execution of this Agreement, Company’s Board of Directors (the “Board”) and all applicable committees of the Board will take all action necessary (including increasing the size of the Board) to include Xxxxx Xxxx, Xx. (the “New Director”) on Company’s slate of nominees standing for election at Company’s Annual Meeting of Stockholders in respect of its fiscal year 2016 (the “2016 Annual Meeting”). Company’s slate of nominees for the 2016 Annual Meeting will consist of a total of six individuals. During the Restricted Period (as defined below), Company will not increase the size of the Board to more than six members. Company will use its reasonable best efforts to hold the 2016 Annual Meeting no later than November 30, 2016.
