New Directors Sample Clauses
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New Directors. (i) As soon as reasonably practicable following the Effective Date, and in no event later than two (2) business days after the Effective Date, the Board, and all applicable committees of the Board, shall take all necessary actions to:
(A) increase the size of the Board from seven (7) to nine (9) directors, and
(B) appoint (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “First New Director”) to serve as a Class II director, who shall fill one (1) of the newly created vacancies resulting from the increase in the size of the Board, and (y) ▇▇▇▇▇ Canada (the “Second New Director” and, together with the First New Director, the “New Directors”) to serve as a Class II director, who shall fill the other newly created vacancy resulting from the increase in the size of the Board.
(ii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate each New Director as a candidate for election to the Board as a Class II director at the Company’s 2025 annual meeting of stockholders (including, without limitation, any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “2025 Annual Meeting”). The Company shall recommend, support and solicit proxies for the election of each New Director at the 2025 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees.
(iii) Prior to the appointment of each New Director, the Board has determined that each New Director is an “Independent Director,” as defined in the listing rules of the NASDAQ Stock Market LLC (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 the appointment of each New Director to the Board, each New Director has (A) provided (x) such 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, (y) such information reasonably requested by the Board in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations and (z) 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...
New Directors. The Board of Directors of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Tor ▇▇▇▇▇▇ (the “New Directors”) as directors of the Company to fill two of the vacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s stockholders (the “2015 Annual Meeting”). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each of the New Directors qualifies as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, 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 Investor shall provide the Company with such information concerning such New Director or 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 the ▇▇▇▇▇▇▇ Group 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.
New Directors. The Company shall promptly appoint two (2) individuals (each a “New Director” and together the “New Directors”) to the board of directors of the Company (the “Board”) identified from the Candidate List (as defined below); provided the first of the New Directors shall be identified no later than September 6, 2016 and the second of the New Directors shall be identified no later than October 6, 2016. The “Candidate List” includes the individuals submitted to the Company by the Investors concurrently with the execution of this Agreement. Subject to the approval by the Investors (such approval not to be unreasonably withheld), the Company may add to the Candidate List one (1) individual with similar qualifications to the other individuals on the Candidate List. Promptly following identification of each of the New Directors, but no later than five (5) business days thereafter, the Board shall take such action necessary to increase the size of the Board by one (1) and appoint such New Director to fill the vacancy so created, such that the size of the Board shall be nine (9) directors following the appointment of the first of the New Directors and ten (10) directors following the appointment of the second of the New Directors. Each of the New Directors shall serve as a director until a successor is duly elected and qualified or until the New Director’s earlier death, resignation, disqualification or removal, subject to the terms of this Agreement. The size of the Board shall not exceed ten (10) directors at any time prior to the Expiration Date. The Board also shall appoint each of the New Directors to an appropriate committee of the Board at such time consistent with the Board’s normal course of operations, but no later than one hundred and fifty (150) days after the appointment of such New Director to the Board.
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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.▇. van Nispen tot Sevenaer as directors of the Company, (iii) the election and appointment of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and Theo ▇.▇. ▇▇▇▇▇▇▇ as directors of the Company to fill the vacancies resulting from such resignations, (iv) the election and appointment of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇ as Co- Chairmen of the Company, (v) the election and appointment of Theo ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇ to the Audit Committee, (vi) the election and appointment of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇ 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: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇, (b) its Audit Committee to consist of the following persons: Theo ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇, and (c) its Executive Committee to consist of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇. van den ▇▇▇▇.
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. 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 ▇▇▇▇ ▇. ▇▇▇▇, a director candidate identified by Newtyn, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a director candidate identified by Western (each of ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇, 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. 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. As soon as reasonably practicable following the Effective Date but in any event no later than three (3) business days from the date hereof, the Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board from eight (8) to ten (10) directors and appoint as members of the Board each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “First New Ancora Director”), who shall fill one (1) of the newly created vacancies resulting from the increase in the size of the Board, (ii) ▇▇▇▇ ▇▇▇▇▇▇ (the “Second New Ancora Director,” and together with the First New Ancora Director, the “New Ancora Directors,” and each, a “New Ancora Director”), who shall fill one (1) of the newly created vacancies resulting from the increase in the size of the Board, and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇, who is mutually agreeable to the Company and the Investor (the “Third New Director,” and collectively with the First New Ancora Director and the Second New Ancora Director, the “New Directors,” and each, a “New Director”), who shall fill the vacancy resulting from ▇▇▇▇ ▇▇▇▇▇▇’▇ resignation from the Board, as described below in Section 2 herein.
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.
New Directors. (i) Within one (1) business day following the execution of this Agreement, the Company will accept the previously tendered resignation of [▇▇▇▇▇▇ ▇. ▇▇▇▇▇] 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, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) 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.
(ii) It is hereby acknowledged that a vacancy on the Board exists in connection with the resignation of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on December 28, 2022. In connection therewith, the Company further agrees that, within one (1) business day following the execution of this Agreement, the Board and all applicable committees thereof will take (or cause to be taken) such actions as are necessary to appoint, substantially contemporaneously with the appointment of Jacobs, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“ ▇▇▇▇▇▇▇▇” or the “2025 Director”) 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 2025 annual meeting of shareholders. The Company will (i) recommend that the shareholders of the Company vote to elect ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ to serve for a two-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 (both Jacobs and ▇▇▇▇▇▇▇▇ being referred to herein as the “New Directors”).
(iii) The Board and all applicable committees thereof will take (or will cause to be taken) such actions as are necessary to nominate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) for re-election at the 2023 Annual Meeting for election as a director with a term expiring at the Company’s 2026 annual meeting of shareho...