New Directors. (i) The Company shall take all necessary steps to nominate for election to the Board at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) Xxx Xxxxxxxx (the “First New Director”) as one (1) of two (2) Company nominees to be Class III directors.
(ii) No later than immediately following the conclusion of the Company’s 2024 annual meeting of stockholders, the Board, and all applicable committees thereof, shall take all necessary steps to (A) appoint one (1) candidate from a previously mutually agreed pool of two (2) potential candidates for appointment, each of whom shall have been determined by the Board to be an “Independent Director,” as defined in Section (1)(a)(iii) below, or, if neither such potential candidate is able to serve, another candidate, who shall be mutually agreed upon by the Company and the Vector Group and who shall have been determined by the Board to be an Independent Director (the “Second New Director” and together with the First New Director, the “New Directors”), to the Board and (B) on or before December 31, 2024, either not have re-nominated or accept the resignation of one (1) director currently serving on the Board as of the Effective Date, to the extent that the acceptance of such resignation and matters related thereto are permissible under applicable law, including, without limitation, legal duties or obligations of directors of corporations incorporated under Delaware law. Provided that the Company has used and continues to use good faith, diligent efforts to implement the actions described in Section 1(a)(ii) above by December 31, 2024, reasonable delays with respect to such actions beyond the reasonable control of the Company will not be deemed a breach of this Agreement.
(iii) Prior to the nomination or appointment to the Board, as applicable, of each New Director, the Board shall determine whether such New Director is an “Independent Director,” pursuant to The Nasdaq Stock Market LLC’s listing standards (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 shall (A) provide (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...
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 Xxxxxx Xxxxxx and Tor Xxxxxx (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 Xxxxxxx 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. 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) As promptly as practicable following the Effective Date, and in no event later than the adjournment of the regular meeting of the Board previously scheduled for March 6, 2023 (which shall not be held later than March 10, 2023), the Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board from seven (7) to eleven (11) directors. Thereafter, and in no event later than the commencement of the regular meeting of the Board previously scheduled for May 1, 2023 (which shall not be held later than May 5, 2023), the Board, and all applicable committees of the Board, shall take all necessary actions (A) to appoint each of Sxxxx Xxxxxxx and Jxxx Xxxxxx, to fill two (2) of the newly created vacancies resulting from the increase in the size of the Board (each such appointed director, a “New Director” and together, the “New Directors”) and (B) to appoint each of Jxxxxx Xxxxx and Pxxxx Xxxxxxx to fill two (2) of the newly created vacancies resulting from the increase in the size of the Board (collectively, each of Mx. Xxxxx and Mx. Xxxxxxx and each New Director, the “Director Group”).
(ii) Each director of the Director Group shall serve until the Company’s 2023 Annual Meeting.
(iii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate each director of the Director Group as a candidate for election to the Board at the 2023 Annual Meeting and the Company shall recommend, support and solicit proxies for the election of each director of the Director Group at the 2023 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees.
(iv) As a condition to the Company’s obligation to appoint each director of the Director Group and nominate each director of the Director Group for election at the 2023 Annual Meeting, each director of the Director Group shall (A) provide (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 desired 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 n...
New Directors. (a) On each date on which a person is appointed as a director of the Company, the Mortgagor must deliver to the Mortgagee:
(i) a signed (but undated) letter of resignation from the person in the form set out in Schedule 4 (Form of letter of resignation);
(ii) a signed and dated letter of authorisation from the person in the form set out in Schedule 5 (Form of letter of authorisation); and
(b) Within ten (10) Business Days of each date on which a person is appointed as a director of the Company, the Mortgagor must deliver to the Mortgagee a certified copy of the Company’s register of directors and officers.
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.
