New Independent Director. Effective as of the date of this Agreement, Company’s Board of Directors (the “Board”) will take all action necessary (including increasing the size of the Board) to appoint Lxxxxxxx Xxxxxxx (the “New Director”) as a director with a term expiring at Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).

New Independent Director. Within two (2) business days (as defined below) following the date hereof, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint Mxxx Exxxxxxxx “Maliz” Beams (the “New Independent Director”) as a Class I member of the Board with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).

New Independent Director. (i) The Company and the Xxxxxx Parties shall cooperate in good faith to identify and mutually agree, subject to this Section 1 (including Sections 1(e) and 1(f)), upon a Qualified Director (such individual, the “New Independent Director”), and the Board and all applicable committees thereof shall take such actions as are necessary in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and the General Corporation Law of the State of Delaware (the “DGCL”) to increase the size of the Board by one (1) and appoint the New Independent Director to fill the vacancy created by such increase in the Board. (ii) In accordance with the Board’s established process for director recruitment and with the aid of a nationally recognized executive search firm, the Board will promptly commence a formal search for Qualified Directors. The Xxxxxx Parties will review and consider in good faith each Qualified Director identified by the Board as a candidate to become the New Independent Director. The Xxxxxx Parties shall also be permitted to identify to the Board up to three (3) Persons believed by the Xxxxxx Parties to be Qualified Directors (each, a “Xxxxxx Candidate”), and the Board will review and consider in good faith each Xxxxxx Candidate to determine whether such Person is a “Qualified Director” and, if so, the parties will also review and consider in good faith such Xxxxxx Candidate as a possible candidate to become the New Independent Director. The New Independent Director will, in any event, be subject to the Board’s standard vetting and director selection process. The parties to this Agreement shall use their commercially reasonable efforts to reach mutual agreement on one such candidate to be the New Independent Director as promptly as practicable and no later than July 31, 2024. If the New Independent Director is agreed upon prior to the mailing of the Company’s definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), (A) the New Independent Director shall also stand for election at the 2024 Annual Meeting together with the Company’s other director nominees and (B) the Company shall recommend, support and solicit proxies for the election of the New Independent Director at the 2024 Annual Meeting in the same manner as it traditionally recommends, supports and solicits proxies for the election of the Company’s other director nominees.

New Independent Director. This confirms, on behalf of the Company, that, concurrently with the execution and delivery of this Agreement, the Company’s Board of Directors (the “Board”) has expanded the size of Class I of the Board to create a vacant seat and has appointed Xxxx X. Xxxxxx, Xx. (the “New Director”) to fill such vacancy and serve (a) as a Class I director with a term that expires at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) or upon the New Director’s earlier death, resignation, disqualification or removal from office and (b) as a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee with a term that expires at 2025 Annual Meeting or upon the New Director’s earlier death, resignation, disqualification or removal.

New Independent Director. The Company shall take all such actions as are necessary to appoint Xxxxxxx Xxxxx (the “New Independent Director”) to the Board, effective as of July 1, 2024. The New Independent Director shall serve as a director until the Company’s 2025 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “2025 Annual Meeting”) or until the New Independent Director’s earlier death, resignation or removal from office.

New Independent Director. In addition, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary in accordance with the Bylaws and the DGCL to increase the size of the Board by one (1) and appoint a new Independent director to the Board, who has been mutually agreed upon by the Board and the Irenic Parties (the “New Independent Director,” and together with the Investor Designee, the “New Directors”), to fill the vacancy created by such increase in the Board, which actions the Company shall use its reasonable best efforts to complete no later than five (5) Business Days following the 2024 Annual Meeting.

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Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.
Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.
Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.
Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors.
Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.
Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.
Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.
Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.
Project Director The individual designated by the juvenile board or Chief Administrative Officer, who is to be responsible for the administration and coordination of grant funds in accordance with this Contract ,, the general grant requirements, and applicable Targeted Grant requirements.
Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

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