New Directors. Promptly following the date hereof and no later than June 14, 2022, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint each of Xxx X. Xxxx and V. Xxxxx Xxxx (the “New Directors”) as a member of the Board with an initial term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the New Directors for election as a director of the Company at the 2022 Annual Meeting, together with the other persons included in the Board’s slate of nominees for election as directors at the 2022 Annual Meeting, with terms expiring at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), and will (i) recommend that the stockholders of the Company vote to elect each of the New Directors as a director of the Company at the 2022 Annual Meeting and (ii) support and solicit proxies for the election of each New Director to serve for a one-year term in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2022 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors, have determined, on or prior to the date hereof, that each New Director (A) qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the rules and regulations of the SEC and (B) satisfies 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) hereof).
New Directors. Within five (5) business days of the execution of this Agreement, the Board of Directors of the Company (the “Board”) shall irrevocably appoint Xxxxxx Xxxxxx and Xxxxxxxx Xxxx, M.D. (the “New Directors” and all references herein to the “New Directors” shall include any Replacement Directors (as defined below)) as directors of the Company, effective January 15, 2020, with Xx. Xxxxxx becoming a Class III director whose term shall expire at the 2021 annual meeting of the Company’s stockholders, and Xx. Xxxx becoming a Class I director whose term shall expire at the 2022 annual meeting of the Company’s stockholders. Immediately following Xx. Xxxx’x appointment as a New Director, the Board shall take all necessary actions (including, if necessary, by unanimous written consent) to cause Xx. Xxxx to be appointed to one (1) committee or subcommittee of the Board that Xx. Xxxx requests to join, and any additional committee or subcommittee participation shall be at the discretion of the Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”). Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and each Investor shall provide the Company with such information concerning such New Director or such Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between any of the Investors and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or other financial performance metrics. Notwithstanding anything herein to the contrary, the Investors shall have no liability hereunder with respect to any of t...
New Directors. Immediately after Closing, the Sellers’ Representative shall cause the members of board of the Company appointed by members of the Sellers’ Group that are not Target Companies (including the directors listed on Annex C of the Sellers’ Disclosure Letter) but excluding for the avoidance of doubt the Company’s independent directors and their independent alternates) to resign from the board of the Company in seriatum and appoint in the place of each such resigning director such qualified person as shall be named by the Purchasers’ Representative at least five (5) Business Days prior to Closing. The Purchasers’ Representative shall cause its director nominees, once appointed to the board of the Company, to take such actions as may be required to give effect to the preceding sentence.
New Directors. NOWTRANSIT shall have delivered to BEST resolutions as to the appointment of its director designees as set forth in Section 1.03(a) of this Agreement;
New Directors. Prior to the Effective Date, (i) the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of Xxxx X. Xxxx, a director candidate identified by Newtyn, and Xxxx X. Xxxxxxxx, a director candidate identified by Western (each of Xx. Xxxx and Xx. Xxxxxxxx, a “New Director” and together, the “New Directors”), to serve as members of the Board and (ii) the Board has confirmed that each New Director is an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, and as a condition to each New Director’s appointment to the Board, each New Director has provided to Merrimack 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 copy of Merrimack’s director candidate questionnaire and other reasonable and customary director onboarding documentation, and consented to appropriate background checks comparable to those undergone by other non-management directors of Merrimack.
New Directors. The Company has taken all appropriate action and the Company’s Board of Directors has adopted resolutions (copies of which are attached hereto as Exhibit A), which will be effective as of the execution and delivery of this Agreement by all parties (the “Effective Time”), to provide for the following: (i) fixing the size of the Company’s Board of Directors at six, (ii) the resignation of Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X.X. van Nispen tot Sevenaer as directors of the Company, (iii) the election and appointment of Xxxx X. Xxxxxx and Theo X.X. Xxxxxxx as directors of the Company to fill the vacancies resulting from such resignations, (iv) the election and appointment of Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx as Co- Chairmen of the Company, (v) the election and appointment of Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Audit Committee, (vi) the election and appointment of Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Executive Committee and (vii) the approval of the Consulting Agreements (as defined below). For the elimination of doubt, pursuant to the foregoing sentence, at the Effective Time, the Company shall cause (a) its Board of Directors to consist of the following persons: Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxx X.X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, (b) its Audit Committee to consist of the following persons: Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, and (c) its Executive Committee to consist of the following persons: Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx.
New Directors. (i) Within one (1) business day following the execution of this Agreement, the Company will accept the previously tendered resignation of Xxxxxx X. Xxxxx from the Board, and the Board and all applicable committees thereof will take (or will cause to be taken) such actions as are necessary to appoint, effective upon or immediately after such resignation, Xxxxxx X. Xxxxxx (“Xxxxxx”) to the Board as a director standing for re-election at the 2023 Annual Meeting as a director with a term expiring at the Company’s 2026 annual meeting of shareholders. The Company will (i) recommend that the shareholders of the Company vote to elect Jacobs as a director of the Company at the 2023 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of Jacobs to serve for a three-year term in the same manner in which the Company supported and solicited proxies for its director nominees up for election in connection with the Company’s 2022 Annual Meeting.
New Directors. As promptly as practicable following the date hereof, the Company shall appoint Xxxxx Xxxxxxx (the “New Investor Director”) and Xxxxx Xxxxx (the “New Independent Director” and together with the New Investor Director, the “New Directors”) to the board of directors of the Company (the “Board”). Each of the New Directors shall serve as a director until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and until a successor is duly elected and qualified or until the New Director’s earlier death, resignation or removal from office. Until the appointment of the New CEO (as defined below), the size of the Board shall not exceed (i) twelve (12) directors prior to January 16, 2024 and (ii) eleven (11) directors from January 16, 2024 until the Expiration Date. If the New CEO is appointed to the Board, the size of the Board shall not exceed twelve (12) directors from the date of such appointment until the Expiration Date. The Company represents and warrants that two directors have resigned from the Board effective on the date of this Agreement.
New Directors. Effective as of the Closing and subject to prior Exchange approval, the Acquiror agrees that Mxxx Xxxxx, Axxxx Xxx and Yxxxx Xxx Xxxxxxx, together with such other person(s) as BYND may designate, will be appointed as directors of the Resulting Issuer.
New Directors. In accordance with the provisions of this Article III, the Company shall take appropriate actions, once nominees are identified satisfying the requirements of Section 3.2, to add three (3) new members to the Board (the "New Directors"). It is the intent of the parties that such additions shall occur as promptly as practicable, but in no case later than the Company's 2008 Annual Meeting of Stockholders.
