New Director Agreements, Arrangements and Understandings. The Investor agrees that neither it nor any of its Affiliates (a) will pay any compensation to the New Director (including any Replacement New Director) for such person’s service on the Board or any committee thereof or with respect to the Company (b) will have any agreement, arrangement or understanding, written or oral, with the New Director (including any Replacement New Director) regarding such person’s service on the Board or any committee thereof (including pursuant to which such person will be compensated for his or her service as a director on, or nominee for election to, the Board or any committee thereof (including the Business Review and Evaluation Committee)).
New Director Agreements, Arrangements and Understandings. Each of the Exxxxxx Parties agrees that neither it nor any of its Affiliates (as defined below) (i) has paid or will pay any compensation to any of the New Directors in connection with such person’s service on the Board or any committee thereof or (ii) has or will have any agreement, arrangement, or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof.
New Director Agreements, Arrangements and Understandings. Each of the Xxxxxxx Parties agrees that neither it nor any of its Affiliates (as defined below) (a) will pay any compensation to any New Director (including any Successor Investor Designee (as defined below)) or other member of the Board or any officer regarding such person’s service to the Company, including on the Board or any committee thereof or (b) will have any agreement, arrangement or understanding, written or oral, with any New Director (including any Successor Investor Designee) or other member of the Board or any officer regarding such person’s service to the Company, including on the Board or any committee thereof (including pursuant to which such person will be compensated for his or her service to the Company, including as a director on, or nominee for election to, the Board or any committee thereof). The Company acknowledges that no Company Policy (as defined below) shall be violated by the Investor Designee receiving indemnification and/or reimbursement of expenses from the Xxxxxxx Parties or their respective Affiliates, provided that the Investor Designee neither accepts nor receives compensation from the Xxxxxxx Parties or their respective Affiliates with respect to the Investor Designee’s service or action as a director of the Company.
New Director Agreements, Arrangements and Understandings. The D. E. Shaw Parties agree that neither they nor any of their Affiliates (i) has paid or will pay any compensation to the New Directors in connection with such person’s service on the Board or any committee thereof or (ii) has or will have any agreement, arrangement, or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof.
New Director Agreements, Arrangements and Understandings. The Investors (a) represent that the New Director is Independent and satisfies the Board membership criteria set forth in the Company Policies and (b) agree that they have not and will not (i) pay any compensation to the New Director regarding such Person’s nomination for election to, or service on, the Board or any committee thereof or (ii) have any agreement, arrangement or understanding, written or oral, with the New Director regarding such Person’s service on the Board or any committee thereof. The Company agrees that the Board will determine the New Director’s membership of any Board committees in accordance with its usual practices.
New Director Agreements, Arrangements and Understandings. Each BW Party agrees that neither it nor any of its Affiliates shall enter into any agreement, arrangement or understanding, written or oral, with the New Director regarding such Person’s service on the Board or any committee thereof (including without limitation pursuant to which such Person would be compensated by any Person (whether Investor, the Company or otherwise) for his or her service as a director on the Board or any committee thereof).
New Director Agreements, Arrangements and Understandings. The Mill Road Parties agree that neither they nor any of their controlled Affiliates (i) has paid or will pay any compensation to Jacobs or Xxxxxxxx in connection with such person’s service on the Board or any committee thereof or (ii) has or will have any agreement, arrangement or understanding, written or oral, with Jacobs or Xxxxxxxx regarding such person’s service on the Board or any committee thereof; provided, however, that the foregoing shall not prohibit Jacobs from assigning or transferring to a Mill Road Party or an Affiliate any compensation he may receive as a director of the Company, subject to any transfer restrictions required by law or applicable restrictions set forth in any of the Company’s compensation plans under which such compensation was granted or issued. The Mill Road Parties further represent and warrant that they are not a party to any written agreement, arrangement or understanding with Jacobs or Xxxxxxxx regarding the Company or the Board that has not been disclosed to the Company.
New Director Agreements, Arrangements and Understandings. Each member of the Investor Group represents that as of the date of this Agreement neither it nor any of its Affiliates or Associates is, and during the Restricted Period (as defined below) such Persons will not become, a party to any agreement, arrangement or understanding, written or oral, with the New Director regarding such Person’s service on the Board or any committee thereof.
New Director Agreements, Arrangements and Understandings. Each of the Xxxxxxx Parties agrees that neither it nor any of its Affiliates (as defined below) will (i) pay any compensation to any New Director (including any Replacement New Director) for such person’s service on the Board or any committee thereof or (ii) have any agreement, arrangement or understanding, written or oral, with any New Director (including any Replacement New Director) regarding such person’s service on the Board or any committee thereof (including pursuant to which such person will be compensated for his or her service as a director on, or nominee for election to, the Board or any committee thereof).
New Director Agreements, Arrangements and Understandings. Each of the Investors agrees that neither it nor any of its Affiliates (a) will pay any compensation to any New Director (including replacement candidates contemplated by paragraph 3) regarding such Person’s service on the Board or any committee thereof or (b) will have any agreement, arrangement or understanding, written or oral, with any New Director (including replacement candidates contemplated by paragraph 3) regarding such Person’s service on the Board or any committee thereof (including without limitation pursuant to which such Person will be compensated for his or her service as a director on, or nominee for election to, the Board or any committee thereof). The Company agrees and acknowledges that the payment by the Investors of compensation to the New Directors on or prior to the date of this Agreement for providing information to the Investors in connection with their potential service on the Board shall not be deemed a violation of this paragraph 2.
