Other Board Matters. With respect to any matter, action or transaction before the Board, other than a matter, action, or transaction subject to Supermajority Board Vote as set forth herein, the act of a number of Directors representing the majority of the votes of the Directors shall be the act of the Board.
Other Board Matters. Each Shareholder shall take such actions as may be necessary, including without limitation, the voting of Shares to ensure that (a) the Board shall meet at least quarterly unless otherwise agreed by a vote of the majority of the Board and (b) the Company will bind directors and officers insurance with a carrier and in an amount satisfactory to the Board.
Other Board Matters. The Shareholder Group agrees and acknowledges the following (and shall not take any action inconsistent with the following): (i) for so long as the Shareholder Group has the right to nominate at least one Shareholder Group Nominee pursuant to Section 2.1(a)(i), the size of the Board shall be eight, (ii) the Board shall maintain a Nominating Committee comprised of three members selected by the Board, of which two shall be Independent Directors and one shall be a Shareholder Group Director (whether or not an Independent Director), (iii) the Board shall have a Chairperson who is, unless otherwise determined by the Board, an Independent Director, and (iv) subject to Section 2.1 and applicable law, the Nominating Committee shall have the sole authority to determine all of the individuals to be appointed or nominated to the Board by or on behalf of the Board (provided that the Nominating Committee shall not select an individual to be so appointed or nominated if, after giving effect to the appointment or election of such individual to the Board, the Board will not consist of a majority of Independent Directors) and the Board shall appoint or nominate as applicable the individuals determined by the Nominating Committee.
Other Board Matters. (i) The Company shall reimburse each Director (or the Person that designated (or nominated) such Director) for all reasonable and documented out-of-pocket expenses incurred by such Director (or the Person that designated (or nominated) such Director, on his or her behalf) in connection with his or her attendance at meetings of the Board, and any committees thereof, including travel, lodging and meal expenses.
(ii) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms as determined by the Board.
Other Board Matters. If, for any reason, any of the nominees designated by PVF pursuant to Section 3.1(a) are not elected to the Board by the stockholders of the Company, the Company shall, after receiving notice from PVF as to the identity of a representative of PVF, (i) permit such representative to attend all Board meetings (other than meetings solely of the independent Directors) as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting’s time and place, at the same time and in the same manner as such notice is provided to the members of the Board; (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board at the same time as such materials are distributed to such Board and shall permit such representative to have the same access to information concerning the business and operations of the Company as such representative would have had as a Designated Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him or her pursuant to this Section 3.2 and to return to the Company all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 3.2.
Other Board Matters. The Board shall be governed by Exhibit B, which Exhibit B may be amended, supplemented, modified or replaced from time to time by the Managing Member or by the affirmative vote of a majority of the entire Board.
Other Board Matters. (i) At any time that, and for so long as the Avista Stockholder and Avista Offshore collectively own shares of Common Stock that represent at least 7.5% of the then outstanding shares of Common Stock, each Stockholder or its Permitted Transferee that Beneficially Owns Voting Securities shall vote all of such Voting Securities in favor of any proposal that the Company shall reimburse each Director and Observer (or the Person that designated (or nominated) such Director or Observer) for all reasonable and documented out-of-pocket expenses incurred by such Director or Observer (or the Person that designated (or nominated) such Director or Observer, on his or her behalf) in connection with his or her attendance at meetings of the Board, and any committees thereof, including travel, lodging and meal expenses.
(ii) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms as determined by the Board.
Other Board Matters. (a) The Company shall reimburse each Trustee (or the Person that designated (or nominated) such Trustee) for all reasonable and documented out-of-pocket expenses incurred by such Trustee (or the Person that designated (or nominated) such Trustee, on his or her behalf) in connection with his or her attendance at meetings of the Board, and any committees thereof, including travel, lodging and meal expenses. The Board shall determine any annual fees or other compensation payable to any Trustee in connection with such person’s service on the Board.
(b) The Company shall obtain and maintain customary director and officer indemnity insurance on commercially reasonable terms as determined by the Board.
Other Board Matters. (i) The Company shall, and shall cause Samson to, as the case may be, reimburse each Director (or the Person that designated (or nominated) such Director) for all reasonable and documented out-of-pocket expenses incurred by such Director (or the Person that designated (or nominated) such Director, on his or her behalf) in connection with his or her attendance at meetings of the Boards, and any committees thereof, including travel, lodging and meal expenses. In addition, each Director of the Company Board shall receive from the Company compensation of $60,000 per annum in connection with such person’s service on such Board (such amount to be paid to the Director or the Person that designated (or nominated) such Director, as specified by such Director).
(ii) The Company shall, and shall cause Samson to, obtain customary director and officer indemnity insurance on commercially reasonable terms as determined by the Company Board and that is reasonably acceptable to each Investor Group that is then entitled to designate or nominate at least one Director.
(iii) In addition to the other rights set forth in this Section 2.1, to the extent permitted by Law and the rules of any stock exchange on which the Shares may be listed, the Sponsor Entities collectively shall be entitled to designate a total of up to three (3) individuals to attend all of the meetings of each Board (each such individual, an “Observer”); provided that, each such Observer shall be a representative of a Person who holds an economic interest in the Shares; providedfurther that, unless all of the Directors of such Board consent otherwise, such Observer shall not have the right to participate in any vote, consent or other action of such Board; providedfurther that, unless otherwise consented to by the Sponsor Designated Principal Investor, no Observer shall be entitled to attend any meeting of any committee of either Board or attend any executive session of either Board. Upon such designation, each Observer shall receive all notices and documentation (including the agenda, minutes, committee reports and other documentation) for each meeting of such Board as is provided to the Directors of such Board. The Company shall, and shall cause Samson to, as the case may be, reimburse each Observer (or the Person that designated such Observer) for the reasonable and documented out-of-pocket commercial travel, lodging and mean expenses incurred by such Observer (or the Person that designated such Observer, on...
Other Board Matters. (i) Following their appointments to the Board and until the expiration of the Cooperation Period, each New Director shall be appointed to and serve on the following committees of the Board (subject to such person’s continued willingness to serve on such committees): (x) the Velan Principal Appointee – the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), (y) the Investor Group Independent Appointee - the Compensation Committee of the Board (the “Compensation Committee”) and (z) the New Independent Appointee - the Audit Committee of the Board and the Compensation Committee. Without limiting the foregoing, the Board shall, in accordance with its customary governance processes, give each New Director the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications.
(ii) Immediately following the conclusion of the 2023 Annual Meeting, the Board shall appoint the Investor Group Independent Appointee as the Chairman of the Board, subject to the reasonable approval of the Board (such approval not to be unreasonably withheld).
(iii) Within ten (10) Business Days after the execution of this Agreement, the Board shall form a working group of directors (that shall include the New Directors) focused on evaluating potential value creation and operational and financial initiatives for the Company.
