Other Directors. The Company hereby agrees that no other director, shareholder, member or fiduciary of the Company will take the benefit of any indemnification terms, provisions or agreements more favorable than those contained in the document. In the event that the Company grants or has granted any indemnification terms, provisions or agreements to any director, shareholder, member or fiduciary of the Company, the Indemnitee shall automatically be granted equivalent rights to such rights granted such other directors, shareholders, members or fiduciaries of the Company.
Other Directors. All other directors not nominated pursuant to Section 6.1.2 shall be nominated by the Nominating and Corporate Governance Committee and approved by the Board or as required by applicable Law; provided that, at least three (3) of whom shall be Independent Directors.
Other Directors. The Board of Directors shall nominate the other members of the Board of Directors, if any, for election to the Board of Directors (the "Other Directors").
Other Directors. The other Directors on the Board shall perform duties as delegated and designated by the Chairman of the Board.
Other Directors. If, at any time, the total number of Directors then authorized to serve on the Board exceeds the total number of individuals designated for election or appointment as Directors pursuant to Section 4.1.4, Section 4.1.5, Section 4.1.6, Section 4.1.7 or Section 4.1.8, as applicable (whether as a result of a decrease in the number of individuals that any Sponsor Investor is entitled to so designate, any Sponsor Investor’s election not to exercise all or part of its designation rights, or otherwise), the nominating and corporate governance committee of the Board shall select a number of individuals to be nominated for election or appointment as Directors equal to the difference of the total number of Directors then authorized to serve on the Board and the total number of individuals so designated pursuant to Section 4.1.4, Section 4.1.5, Section 4.1.6, Section 4.1.7 or Section 4.1.8, as applicable.
Other Directors. To the extent that none of Sections 2.2(a), 2.2(b) or 2.2(c) are applicable, including if the Board is comprised of more than seven directors, any member of the Board, including any member of the Board who would otherwise have been designated in accordance with the terms of Sections 2.2(a), 2.2(b) or 2.2(c), shall instead be elected by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate, the Bylaws and applicable law.
Other Directors. (i) Each of the directors other than the Family Designee, the CDR Designee, the Exor Designee and Xxxxxxx X. Xxxxxxxx (the "Other Directors") shall be an Independent Director designated for nomination by the Nominating and Corporate Governance Committee of the Board. At each meeting of the stockholders of the Company at which directors of the Company are to be elected, the Company agrees to recommend that the stockholders elect to the Board each Other Director nominated for election at such meeting.
(ii) In the event that, (A) as a result of a change in the number of shares of Common Stock held by the Family Stockholders, the CDR Fund or Exor, such Stockholder loses the right to designate to the Board the designee provided for in Section 2.1(c) or (B) Xxxxxxx X. Xxxxxxxx ceases to serve as the Chief Executive Officer of the Company, such designee or such person shall resign immediately upon receiving notice from the Nominating and Corporate Governance Committee of the Board that such committee has identified a replacement director, and, in any event, shall resign no later than 120 days after (x) the Family Stockholders, the CDR Fund or Exor loses the right to designate such designee to the Board or (y) Xxxxxxx X. Xxxxxxxx ceases to serve as the Chief Executive Officer of the Company. In such event, the Board seat formerly occupied by such designee or such individual shall become a seat for an additional Other Director to be selected as provided in this Section 2.1(d).
Other Directors. Pursuant to the terms of the Merger Agreement, the Company shall have the initial right to nominate up to two (2) directors to serve on the Board upon the Closing (the “Sponsor Directors”). Stockholder agrees that it shall not take any action to remove such Sponsor Directors from the Board during their initial term other than for cause. Stockholder further agrees to take reasonable efforts to nominate Xxxxx Xxxxxx as a member of the Audit Committee, provided that Xx. Xxxxxx (i) is nominated as a Sponsor Director and (ii) satisfies applicable NASDAQ audit committee independence standards.
Other Directors. The Nominating Committee shall be selected by the Board of Directors at the annual meeting of the Board of Directors or at such other time as selected by the Board of Directors. The Nominating Committee shall be responsible for preparing a proposed slate of Directors(other than Authority Appointed Directors)for election at the next annual meeting of the Board of Directors,and shall be responsible for reviewing and making recommendations with respect to Director nominees proposed by the Authority pursuant to Section 4.5. All non- Authority Appointed Directors shall be elected by the majority vote of the then serving non- Authority Appointed Directors. All nominations for service on the Board by non-Authority Appointed Directors shall be made by the Nominating Committee. _
Other Directors. The Company shall take such action as of the date hereof as the Company deems reasonably necessary to cause the vesting of all options and restricted stock of the Other Directors and Xxxxxxx X. Xxxx, effective for each such director at such time as he ceases to be a member of the Board.
