Nomination and Election of Directors. Subject to the fiduciary duties of directors under North Carolina law or except as the Board of Directors of the Company by Special Vote (as defined in Section 3 hereof) shall otherwise direct: (a) Simultaneously with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 17, 1999, by and between the Company and Hannaford Bros. Co. (the "Merger Agreement"), the Company's Board of Directors shall cause the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent with the provisions set forth in this paragraph 1. Subject to the consummation of such transactions, the composition of the Nominating Committee, the composition of each slate of directors to be nominated and the other responsibilities of the Nominating Committee shall be as set forth below: (i) The Nominating Committee shall consist of three directors, one of whom shall have been designated by the Shareholders, one of whom shall be the Chief Executive Officer of the Company (or his designee from among the members of the Board of Directors of the Company) and one of whom shall be an independent director; (ii) The slate of directors nominated by the Nominating Committee shall consist of twelve (12) persons, six (6) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors; (iii) In the event that any director ceases to be a director of the Company, then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director. Thus, in the event a Delhaize Designee ceases to be a director, the vacancy left thereby shall be filled by a new Delhaize Designee; in the event a CEO Designee ceases to be a director, the vacancy left thereby shall be filled by a new CEO Designee; and in the event an independent director ceases to be a director, the vacancy left thereby shall be filled by a new independent director. (iv) The Nominating Committee shall meet at least once a year to determine the proposed slate of directors to be submitted to the annual meeting of shareholders for election. In addition, it shall meet each time a meeting of the shareholders is called for the purpose of electing one or more directors. It shall also meet within thirty (30) days of notice of any vacancy occurring in the Board of Directors to nominate a director to fill such vacancy. It may solicit the views of shareholders of the Company for suggestions with regard to possible independent directors. It will assess the independence of each such candidate (which shall at a minimum require that the candidate not be currently or previously employed, nor currently paid as a consultant, by the Company or its affiliates or officers or by either of the Shareholders or their respective affiliates or officers) and will consider any other potential for conflict of interest of each such candidate. It will determine the appropriate qualifications for directorship and will evaluate candidates against the requisite qualifications; (v) The Nominating Committee shall recommend its slate of directors or any individual nominee to the Board of Directors of the Company. Approval of any such nomination(s) by the Board of Directors shall be by Special Vote. In the event that the Board of Directors fails to approve a slate or any individual nominee proposed by the Nominating Committee, the Nominating Committee shall meet to propose another slate, or nominee, as the case may be, acceptable to the Board of Directors; and (vi) Meetings of the Nominating Committee shall be held at such place as may from time to time be fixed by the Chairman thereof in the Notice of Meeting. Any meeting may be held without notice if all members are present or if notice is waived in writing either before or after the meeting by those not present. Two members of the Nominating Committee shall constitute a quorum and all decisions of the Nominating Committee shall require the affirmative vote of at least two members. The Nominating Committee may take action without a meeting upon unanimous written consent signed by all members of the Nominating Committee. Meetings of the Nominating Committee may be held by means of conference telephone or similar communications equipment and participation in such a meeting shall constitute presence in person at such meeting. (b) Notwithstanding any provision in this paragraph 1 to the contrary, if at any time it is determined that the composition of the Company's Board of Directors does not comply with applicable corporate governance rules contained in Section 3 of the New York Stock Exchange Listed Company Manual or similar rules of any national securities exchange or automated quotation system on which the Company's securities may be listed (the "Requirement"), the Nominating Committee shall meet to determine the action necessary to comply with the Requirement and shall recommend such action, including the nomination of an additional director or additional directors and the removal of any director or directors. The Board of Directors, by Special Vote, shall take such actions as are necessary to comply with the Requirement, but which to the extent possible shall be consistent with the intentions of the parties as set forth in this Agreement. (c) In the event that the Merger Agreement is terminated prior to consummation of the transactions contemplated thereunder, the Company's Board of Directors shall amend the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent with the provisions set forth in this paragraph 1, except that the following provision shall be included in lieu of paragraph 1(a)(ii) above: "The slate of directors nominated by the Nominating Committee shall consist of ten (10) persons, four (4) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors";
Appears in 1 contract
Nomination and Election of Directors. Subject to the fiduciary duties At each annual or special meeting of directors under North Carolina law or except as the Board of Directors shareholders of the Company by Special Vote (as defined in Section 3 hereof) shall otherwise direct:
(a) Simultaneously with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 17, 1999, by and between the Company and Hannaford Bros. Co. (the "Merger Agreement"), the Company's Board of Directors shall cause the bylaws of the Company with respect to the Nominating Committee of the Board of Directors at which directors are to be consistent with the provisions set forth in this paragraph 1. Subject to the consummation of elected (each such transactionsannual or special meeting, the composition of the Nominating Committee, the composition of each slate of directors to be nominated and the other responsibilities of the Nominating Committee shall be as set forth below:an “Election Meeting”):
(i) The Nominating Committee shall consist Chief Executive Officer of three directors, one of whom shall have been designated by the Shareholders, one of whom Company shall be nominated for election as a Director, and each Investor shall take all Necessary Action to elect the Chief Executive Officer of the Company (or his designee from among the members of the Board of Directors of the Company) and one of whom shall be an independent directoras a Director;
(ii) The slate of directors nominated by Xxxxxxx Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the Nominating Committee shall consist of twelve Xxxxxxx Investor’s Investor Percentage Interest at such time is at least 20%, (12ii) personsone nominee, six if the Xxxxxxx Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (6iii) of whom shall have been proposed by no nominees, if the Chief Executive Officer of Delhaize Glendon Investor’s Investor Percentage Interest at such time is less than 10% (hereinafter the "Delhaize Designees")each candidate so nominated, two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"a “Xxxxxxx Nominee”), and four each Investor shall take all Necessary Action to elect each Xxxxxxx Nominee as a Director (4) each Director so elected, a “Xxxxxxx Director”); provided, that prior to the first Election Meeting following the date of whom this Agreement, the Xxxxxxx Directors shall be independent directorsas so designated on Schedule B;
(iii) In The Monarch Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the event Monarch Investor’s Investor Percentage Interest at such time is at least 20%, (ii) one nominee, if the Monarch Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (iii) no nominees, if the Monarch Investor’s Investor Percentage Interest at such time is less than 10% (each candidate so nominated, a “Monarch Nominee”), and each Investor shall take all Necessary Action to elect each Monarch Nominee as a Director (each Director so elected, a “Monarch Director”); provided, that any director ceases prior to be a director the first Election Meeting following the date of the Company, then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director. Thus, in the event a Delhaize Designee ceases to be a directorthis Agreement, the vacancy left thereby Monarch Directors shall be filled by a new Delhaize Designeeas so designated on Schedule B; in the event a CEO Designee ceases to be a director, the vacancy left thereby shall be filled by a new CEO Designee; and in the event an independent director ceases to be a director, the vacancy left thereby shall be filled by a new independent director.and
(iv) The Nominating Committee A number of Independent Nominees equal to the Independent Nominee Number shall meet be nominated for election as Directors by Qualifying Investors holding at least once a year majority of the Common Shares held by all Qualifying Investors; provided, that solely for purposes of this clause (iv), any Qualifying Investor that holds in excess of 30% of the Common Shares then outstanding shall be deemed to determine hold precisely 30% of the proposed slate of directors Common Shares then outstanding, and each Investor shall take all Necessary Action to be submitted elect each Independent Nominee as a Director (each Director so elected, an “Independent Director”); provided, that prior to the annual meeting first Election Meeting following the date of shareholders for election. In additionthis Agreement, it shall meet each time a meeting of the shareholders is called for the purpose of electing one or more directors. It shall also meet within thirty (30) days of notice of any vacancy occurring in the Board of Directors to nominate a director to fill such vacancy. It may solicit the views of shareholders of the Company for suggestions with regard to possible independent directors. It will assess the independence of each such candidate (which shall at a minimum require that the candidate not be currently or previously employed, nor currently paid as a consultant, by the Company or its affiliates or officers or by either of the Shareholders or their respective affiliates or officers) and will consider any other potential for conflict of interest of each such candidate. It will determine the appropriate qualifications for directorship and will evaluate candidates against the requisite qualifications;
(v) The Nominating Committee shall recommend its slate of directors or any individual nominee to the Board of Directors of the Company. Approval of any such nomination(s) by the Board of Independent Directors shall be by Special Vote. In the event that the Board of Directors fails to approve a slate or any individual nominee proposed by the Nominating Committee, the Nominating Committee shall meet to propose another slate, or nominee, as the case may be, acceptable to the Board of Directors; and
(vi) Meetings of the Nominating Committee shall be held at such place as may from time to time be fixed by the Chairman thereof in the Notice of Meeting. Any meeting may be held without notice if all members are present or if notice is waived in writing either before or after the meeting by those not present. Two members of the Nominating Committee shall constitute a quorum and all decisions of the Nominating Committee shall require the affirmative vote of at least two members. The Nominating Committee may take action without a meeting upon unanimous written consent signed by all members of the Nominating Committee. Meetings of the Nominating Committee may be held by means of conference telephone or similar communications equipment and participation in such a meeting shall constitute presence in person at such meeting.
(b) Notwithstanding any provision in this paragraph 1 to the contrary, if at any time it is determined that the composition of the Company's Board of Directors does not comply with applicable corporate governance rules contained in Section 3 of the New York Stock Exchange Listed Company Manual or similar rules of any national securities exchange or automated quotation system so designated on which the Company's securities may be listed (the "Requirement"), the Nominating Committee shall meet to determine the action necessary to comply with the Requirement and shall recommend such action, including the nomination of an additional director or additional directors and the removal of any director or directors. The Board of Directors, by Special Vote, shall take such actions as are necessary to comply with the Requirement, but which to the extent possible shall be consistent with the intentions of the parties as set forth in this Agreement.
(c) In the event that the Merger Agreement is terminated prior to consummation of the transactions contemplated thereunder, the Company's Board of Directors shall amend the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent with the provisions set forth in this paragraph 1, except that the following provision shall be included in lieu of paragraph 1(a)(ii) above: "The slate of directors nominated by the Nominating Committee shall consist of ten (10) persons, four (4) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors";Schedule B.
Appears in 1 contract
Nomination and Election of Directors. Subject to (a) The Company and the fiduciary duties of directors under North Carolina law or except as ------------------------------------ Stockholders agree that the Board following procedures shall govern the nomination and election of Directors of the Company by Special Vote (as defined in Section 3 hereof) shall otherwise direct:
(a) Simultaneously with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 17, 1999, by and between the Company and Hannaford Bros. Co. (the "Merger Agreement"), the Company's Board of Directors shall cause the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent with the provisions set forth in this paragraph 1. Subject to the consummation of such transactions, the composition of the Nominating Committee, the composition of each slate of directors to be nominated and the other responsibilities of the Nominating Committee shall be as set forth below:
(i) The Nominating Committee At each meeting of the Company's stockholders at which Directors are to be elected (each, an "Election Meeting"), subject to paragraph (b) below, the Company shall consist nominate each of three directorsthe following (collectively, one of whom shall have been the "Company Nominees"), and no others: up to two individuals designated by MS and/or an MS Nomination Successor (the Shareholders"MS Nominees"), one up to two individuals designated by SB and/or an SB Nomination Successor (the "SB Nominees"), two individuals designated by majority vote of the Whole Board, both of whom shall be the Chief Executive Officer executive officers of the Company (or his designee from among the members "Officer Nominees"), and one individual (the "Outside Nominee") designated by the number of directors constituting the Whole Board less one, which individual shall not be, and shall not have been during the three years immediately preceding the date of the Board relevant Election Meeting, employed by, a director of, or otherwise affiliated with the Company (except as the incumbent Outside Nominee) or any of Directors its affiliates or MS or SB or any of the Company) and one of whom shall be an independent director;their respective affiliates.
(ii) The slate of directors nominated by the Nominating Committee No Stockholder shall consist of twelve (12) persons, six (6) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors;make any nomination at an Election Meeting.
(iii) Each Stockholder agrees to vote (or execute a consent with respect to) all Shares over which it may exercise voting power in favor of the election as a Director of each Company Nominee.
(b) In the event that at any director ceases to be a director time the voting power of the CompanyShares held collectively by MS and any MS Nomination Successor or held collectively by SB and any SB Nomination Successor, respectively, is less than 15% but not less than 7% of the total voting power of the Shares then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director. Thus, in the event a Delhaize Designee ceases to be a directoroutstanding, the vacancy left thereby shall be filled by a new Delhaize Designee; in the event a CEO Designee ceases to be a director, the vacancy left thereby shall be filled by a new CEO Designee; and in the event an independent director ceases to be a director, the vacancy left thereby shall be filled by a new independent director.
(iv) The Nominating Committee shall meet at least once a year to determine the proposed slate of directors to be submitted to the annual meeting of shareholders for election. In addition, it shall meet each time a meeting of the shareholders is called for the purpose of electing one or more directors. It shall also meet within thirty (30) days of notice of any vacancy occurring in the Board number of Directors to nominate a director to fill such vacancy. It may solicit the views of shareholders of the Company for suggestions with regard to possible independent directors. It will assess the independence of each such candidate (which shall at a minimum require that the candidate not be currently MS and any MS Nomination Successor or previously employed, nor currently paid as a consultant, by the Company or its affiliates or officers or by either of the Shareholders or their respective affiliates or officers) SB and will consider any other potential for conflict of interest of each such candidate. It will determine the appropriate qualifications for directorship and will evaluate candidates against the requisite qualifications;
(v) The Nominating Committee shall recommend its slate of directors or any individual nominee to the Board of Directors of the Company. Approval of any such nomination(s) by the Board of Directors shall be by Special Vote. In the event that the Board of Directors fails to approve a slate or any individual nominee proposed by the Nominating Committee, the Nominating Committee shall meet to propose another slate, or nomineeSB Nomination Successor, as the case may be, acceptable shall have the right to designate for nomination shall be reduced to one. At such time, MS or SB, as the case may be, shall cause one of the MS Directors or SB Directors, as the case may be, to resign, and the Board of Directors; and
(viDirectors shall act to fill the vacancy caused by such resignation with a person meeting the qualifications of an Officer Nominee or an Outside Nominee in accordance with Section 4.4(c) Meetings of this Agreement, or, if the Nominating Committee MS Vacancy or SB Vacancy, as the case may be, shall not be held filled at such place time, MS or SB shall not cause any MS Director or SB Director, as the case may from time be, to time be fixed by resign, but the Chairman thereof in the Notice of Meeting. Any meeting may be held without notice if all members are present or if notice is waived in writing either before or after the meeting by those not present. Two members of the Nominating Committee shall constitute a quorum and all decisions of the Nominating Committee shall require the affirmative vote of at least two members. The Nominating Committee may take action without a meeting upon unanimous written consent signed by all members of the Nominating Committee. Meetings of the Nominating Committee may be held by means of conference telephone or similar communications equipment and participation in such a meeting shall constitute presence in person at such meeting.
(b) Notwithstanding any provision in this paragraph 1 to the contrary, if at any time it is determined that the composition of the Company's Board of Directors does not comply shall fill such MS Vacancy or SB Vacancy, as the case may be, with applicable corporate governance rules contained in Section 3 of a person meeting the New York Stock Exchange Listed Company Manual or similar rules of any national securities exchange or automated quotation system on which the Company's securities may be listed (the "Requirement"), the Nominating Committee shall meet to determine the action necessary to comply with the Requirement and shall recommend such action, including the nomination qualifications of an additional director Officer Nominee or additional directors and the removal an Outside Nominee in accordance with Section 4.4(c) of any director or directors. The Board of Directors, by Special Vote, shall take such actions as are necessary to comply with the Requirement, but which to the extent possible shall be consistent with the intentions of the parties as set forth in this Agreement.
(c) In the event that at any time the Merger Agreement is terminated prior to consummation voting power of the transactions contemplated thereunderShares held collectively by MS and any MS Nomination Successor or held collectively by SB and any SB Nomination Successor, respectively, is less than 7% of the Company's total voting power of the Shares then outstanding, MS and any MS Nomination Successor or SB and any SB Nomination Successor, as the case may be, shall no longer have the right to designate individuals for nomination. At such time, MS or SB, as the case may be, shall cause any remaining MS Directors or SB Directors, as the case may be, to resign, and the Board of Directors shall amend act to fill the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent vacancy caused by such resignation in accordance with the provisions set forth Bylaws as then in this paragraph 1, except that the following provision shall be included in lieu of paragraph 1(a)(ii) above: "The slate of directors nominated by the Nominating Committee shall consist of ten (10) persons, four (4) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors";effect.
Appears in 1 contract
Nomination and Election of Directors. Subject to (a) The Company and ------------------------------------ the fiduciary duties of directors under North Carolina law or except as Stockholders agree that the Board following procedures shall govern the nomination and election of Directors of the Company by Special Vote (as defined in Section 3 hereof) shall otherwise direct:
(a) Simultaneously with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 17, 1999, by and between the Company and Hannaford Bros. Co. (the "Merger Agreement"), the Company's Board of Directors shall cause the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent with the provisions set forth in this paragraph 1. Subject to the consummation of such transactions, the composition of the Nominating Committee, the composition of each slate of directors to be nominated and the other responsibilities of the Nominating Committee shall be as set forth below:
(i) The Nominating Committee At each meeting of the Company's stock holders at which Directors are to be elected (each, an "Election Meeting"), subject to paragraph (b) below, the Company shall consist nominate each of three directorsthe following (col lectively, one of whom shall have been the "Company Nominees"), and no others: up to two individuals designated by MS and/or an MS Nomination Successor (the Shareholders"MS Nominees"), one up to two individuals designated by SB and/or an SB Nomination Successor (the "SB Nominees"), two individuals designated by majority vote of the Whole Board, both of whom shall be the Chief Executive Officer executive officers of the Company (or his designee from among the members "Officer Nominees"), and one individual(the "Outside Nominee") designated by the number of directors constituting the Whole Board less one, which individual shall not be, and shall not have been during the three years immediately preceding the date of the Board relevant Election Meeting, employed by, a director of, or otherwise affiliated with the Company (except as the incumbent Outside Nominee) or any of Directors its affiliates or MS or SB or any of the Company) and one of whom shall be an independent director;their respective affiliates.
(ii) The slate of directors nominated by the Nominating Committee No Stockholder shall consist of twelve (12) persons, six (6) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors;make any nomination at an Election Meeting.
(iii) Each Stockholder agrees to vote (or exe cute a consent with respect to) all Shares over which it may exercise voting power in favor of the election as a Director of each Company Nominee.
(b) In the event that at any director ceases to be a director time the voting power of the CompanyShares held collectively by MS and any MS Nomination Successor or held collectively by SB and any SB Nomination Suc cessor, respectively, is less than 15% but not less than 7% of the total voting power of the Shares then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director. Thus, in the event a Delhaize Designee ceases to be a directoroutstanding, the vacancy left thereby shall be filled by a new Delhaize Designee; in the event a CEO Designee ceases to be a director, the vacancy left thereby shall be filled by a new CEO Designee; and in the event an independent director ceases to be a director, the vacancy left thereby shall be filled by a new independent director.
(iv) The Nominating Committee shall meet at least once a year to determine the proposed slate of directors to be submitted to the annual meeting of shareholders for election. In addition, it shall meet each time a meeting of the shareholders is called for the purpose of electing one or more directors. It shall also meet within thirty (30) days of notice of any vacancy occurring in the Board number of Directors to nominate a director to fill such vacancy. It may solicit the views of shareholders of the Company for suggestions with regard to possible independent directors. It will assess the independence of each such candidate (which shall at a minimum require that the candidate not be currently MS and any MS Nomination Successor or previously employed, nor currently paid as a consultant, by the Company or its affiliates or officers or by either of the Shareholders or their respective affiliates or officers) SB and will consider any other potential for conflict of interest of each such candidate. It will determine the appropriate qualifications for directorship and will evaluate candidates against the requisite qualifications;
(v) The Nominating Committee shall recommend its slate of directors or any individual nominee to the Board of Directors of the Company. Approval of any such nomination(s) by the Board of Directors shall be by Special Vote. In the event that the Board of Directors fails to approve a slate or any individual nominee proposed by the Nominating Committee, the Nominating Committee shall meet to propose another slate, or nomineeSB Nomination Successor, as the case may be, acceptable shall have the right to designate for nomination shall be reduced to one. At such time, MS or SB, as the case may be, shall cause one of the MS Directors or SB Directors, as the case may be, to resign, and the Board of Directors; and
(viDirectors shall act to fill the vacancy caused by such resignation with a person meeting the qualifications of an Officer Nominee or an Outside Nominee in accordance with Section 4.4(c) Meetings of this Agreement, or, if the Nominating Committee MS Vacancy or SB Vacancy, as the case may be, shall not be held filled at such place time, MS or SB shall not cause any MS Director or SB Director, as the case may from time be, to time be fixed by resign, but the Chairman thereof in the Notice of Meeting. Any meeting may be held without notice if all members are present or if notice is waived in writing either before or after the meeting by those not present. Two members of the Nominating Committee shall constitute a quorum and all decisions of the Nominating Committee shall require the affirmative vote of at least two members. The Nominating Committee may take action without a meeting upon unanimous written consent signed by all members of the Nominating Committee. Meetings of the Nominating Committee may be held by means of conference telephone or similar communications equipment and participation in such a meeting shall constitute presence in person at such meeting.
(b) Notwithstanding any provision in this paragraph 1 to the contrary, if at any time it is determined that the composition of the Company's Board of Directors does not comply shall fill such MS Vacancy or SB Vacancy, as the case may be, with applicable corporate governance rules contained in Section 3 of a person meeting the New York Stock Exchange Listed Company Manual or similar rules of any national securities exchange or automated quotation system on which the Company's securities may be listed (the "Requirement"), the Nominating Committee shall meet to determine the action necessary to comply with the Requirement and shall recommend such action, including the nomination qualifications of an additional director Officer Nominee or additional directors and the removal an Outside Nominee in accordance with Section 4.4(c) of any director or directors. The Board of Directors, by Special Vote, shall take such actions as are necessary to comply with the Requirement, but which to the extent possible shall be consistent with the intentions of the parties as set forth in this Agreement.
(c) In the event that at any time the Merger Agreement is terminated prior to consummation voting power of the transactions contemplated thereunderShares held collectively by MS and any MS Nomination Successor or held collectively by SB and any SB Nomination Suc cessor, respectively, is less than 7% of the Company's total voting power of the Shares then outstanding, MS and any MS Nomination Suc cessor or SB and any SB Nomination Successor, as the case may be, shall no longer have the right to designate individuals for nomination. At such time, MS or SB, as the case may be, shall cause any remaining MS Directors or SB Directors, as the case may be, to resign, and the Board of Directors shall amend act to fill the bylaws of the Company with respect to the Nominating Committee of the Board of Directors to be consistent vacancy caused by such resignation in accordance with the provisions set forth Bylaws as then in this paragraph 1, except that the following provision shall be included in lieu of paragraph 1(a)(ii) above: "The slate of directors nominated by the Nominating Committee shall consist of ten (10) persons, four (4) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees"), and four (4) of whom shall be independent directors";effect.
Appears in 1 contract
