Other Governance Matters. (a) Prior to the third anniversary of the Merger Closing Date, without the prior written consent of Sponsor Stockholder, the Company shall not amend the Certificate of Incorporation or Bylaws to provide the stockholders of the company with proxy access rights.
(b) Subject to applicable law, for the term of this Agreement:
(i) subject to any contractual obligations by which the Company, Sponsor Stockholder, any Sponsor or any of their respective Affiliates may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s Affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s Affiliates and any Sponsor Related Person engaging in any such activities, in and of itself, shall not constitute breach of any fiduciary duty by such Sponsor Related Person;
(ii) to the fullest extent permitted by law, but subject to any contractual obligations by which the Company, or any Sponsor Related Person may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s Affiliates, and without limiting Article Eleven of the Certificate of Incorporation, no Sponsor Related Person shall be deemed to have breached its, his, her or its fiduciary duties, if any, to the Company or its stockholders or to any Affiliate of the Company or such Affiliate’s stockholders or members solely by reason of engaging in any such activity;
(iii) subject to any contractual provisions by which the Company, or any Sponsor Related Person may be bound from time to time, in the event that any Sponsor Related Person acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for any Sponsor Related Person, on the one hand, and the Company or any of its Affiliates, on the other hand, no Sponsor Related Person shall have any duty to communicate or offer such corporate opportunity to the Company or any of its Affiliates, and to the fullest extent permitted by law, no Sponsor Related Person shall be liable to the Company or its stockholders, or any Affiliate of the Company or such Affiliate’s stockholders or members, for breach of ...
Other Governance Matters. (a) Live Nation represents and warrants to Liberty that:
(i) the Board of Directors of Live Nation has duly adopted a resolution prior to the date hereof, which resolution the Board of Directors of Live Nation shall not rescind or amend so long as the Merger Agreement shall not have been terminated in accordance with its terms prior to the Effective Time; providing that “that each of the Liberty Parties (as defined in the Stockholder Agreement) and any “affiliates” or “associates” thereof (as defined in and contemplated by Section 203(c)(1) and Section 203(c)(2) of the General Corporation Law of the State of Delaware (“GCL”)), including persons who become “affiliates” or “associates” of the Liberty Parties after the date hereof, any group composed of any of the Liberty Parties and any “affiliates” or “associates” thereof, and any Qualified Block Transferee (as defined in the Stockholder Agreement) and the “affiliates” and “associates” thereof (collectively, the “Exempt Persons”), be and hereby are approved as an “interested stockholder” within the meaning of Section 203 of the GCL and that any acquisition of “ownership” of “voting stock” (as defined in and contemplated by Section 203(c)(8) and Section 203(c)(9) of the GCL) of Live Nation, Inc. (or any successor thereto) by any of the Exempt Persons, either individually or as a group, as any such acquisition may occur from time to time (including in circumstances where a Liberty Party or “affiliate” or “associate” thereof ceases to be an Affiliate (as defined in the Stockholder Agreement) of Liberty Media Corporation, so long as such person meets the requirements to be a Qualified Block Transferee), be and hereby are approved for purposes of Section 203 of the GCL and the restrictions on “business combinations” contained in Section 203 of the GCL shall not apply to any of the Exempt Persons; provided, however, that such approval shall not include any acquisition of “ownership” of “voting stock” by any Exempt Persons if, after giving effect to such acquisition, the Ownership Percentage (as defined in the Stockholder Agreement) of the Exempt Persons would exceed the Applicable Percentage (as defined in the Stockholder Agreement), which shall remain subject to the prior approval of the Board of Directors or any committee thereof;” and
(ii) Live Nation shall have, effective immediately prior to the Effective Time, amended the Rights Agreement between Live Nation and The Bank of New York, as rights agent, dated ...
Other Governance Matters. (a) Neither the Development Leads, Commercialization Leads, Team Leads, Alliance Leads, Project Timeline Leads nor the JSC shall have authority to amend this Agreement. None of the foregoing shall have authority to amend the Development Plan, the Regulatory Plan or the Commercialization Plan, which may be modified only with the approval of the Parties as permitted pursuant to Sections 2.1, 2.3(a) or 3.1, as applicable.
(b) Unless otherwise provided for herein, each Party shall be responsible for all expenses incurred by its employees in connection with performing their duties hereunder, including all costs of travel, lodging and meals.
Other Governance Matters. (a) The Company shall use commercially reasonable efforts to cause its NYSE ticker symbol to be [•].5
(b) The Company shall have dual headquarters located in Tampa, Florida and Stamford, Connecticut, it being agreed that any change to such headquarters shall require the approval of the ORCP Stockholders (but only for so long as the ORCP Stockholders have approval rights pursuant to Section 6.1(a)).
Other Governance Matters. The Parties shall use reasonable best efforts to cause immediately following the Closing:
Other Governance Matters. 5.1. Wilhelmina shall use its diligent efforts to hold its 2010 Annual Meeting of stockholders as promptly as practicable following the execution hereof (taking into account (i) the selection process for independent directors set forth in the Mutual Support Agreement Amendment (which the parties contemplate may take up to 45 calendar days following the date that is one week following the Effective Date) and (ii) such additional customary time to prepare and file a proxy statement and provide notice to stockholders).
5.2. Within six months following the execution of this Agreement, the Board of Directors of Wilhelmina shall evaluate and consider updates and/or clarifications to the Bylaws of Wilhelmina (which updates shall address (a) the advance notice procedures for nominations and shareholder proposals, (b) Wilhelmina’s fiscal year and (c) such other matters as the Board of Directors determines). The Xxxx Parties, Xxxxxxxx Parties and Newcastle shall comply with their respective obligations under the Mutual Support Agreement (as amended by the Mutual Support Agreement Amendment), including Section III-C(2) and (3) (in respect of the Xxxx Parties and Xxxxxxxx Parties) and Section IV-C(2) and (3) (in respect of Newcastle), in respect of any proposed changes to the Bylaws presented to the full Board for consideration.
Other Governance Matters. The Company represents and warrants to Stockholder that:
(a) the Board of Directors of the Company has duly adopted a resolution prior to the date hereof, which resolution the Board of Directors of the Company shall not rescind or amend so long as the Purchase Agreement shall not have been terminated in accordance with its terms prior to the Effective Date, providing that the Board of Directors has approved the Transaction, including for the purposes of Section 203 of the Delaware General Corporation Law.
(b) The Company shall have, effective immediately prior to the Effective Date, amended the Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated July 23, 2008 (the “Trident Rights Agreement”) in substantially the form of Exhibit 1 hereto.
Other Governance Matters. For as long as any individual designated by CIMA or Dinar pursuant to Section 1.2 is serving on the Board, then: (a) each committee of the Board shall include at least one director designated by CIMA, if requested by CIMA, and one director designated by Dinar, if requested by Dinar; and (b) the Board shall meet at least once per calendar quarter unless otherwise agreed upon by a vote of the majority of the Board; provided, that any such decision not to hold a quarterly meeting must include the affirmative vote of at least one director designated by CIMA and at least one director designated by Dinar in order to be effective. Promptly after the execution of this Agreement, in preparation for the NASDAQ Uplisting, the Shareholders shall cause the Board to, and the Company shall, take all commercially reasonable steps to comply with NASDAQ Listing Standards relating to corporate governance, including, but not limited to, holding an Annual Meeting of Shareholders, adopting and adhering to a Conflict of Interest Policy for transactions involving related parties, and creating standing committees of the Board similar to other U.S. companies whose shares are publicly traded on the NASDAQ exchange.
Other Governance Matters. (a) Without the prior written consent of each of Delta, so long as Delta is entitled to designate at least one director pursuant to Section 6.01, and CK Opps I, so long as CK Opps I is entitled to designate at least one director pursuant to Section 6.01, acting independently (such consent, the “Requisite Consent”), the Company and the Board shall not, and shall not cause or permit any Subsidiary of the Company to:
(i) issue, redeem or repurchase Equity Securities of the Company or any of its Subsidiaries (other than, in each case, issuances, awards, redemptions or repurchases of Equity Securities approved by the Board under any management incentive plan;
(ii) create or incur any indebtedness, other than to the extent permitted under the Credit Facility;
(iii) (A) incur any capital expenditures or (B) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly any assets, securities, properties or businesses, in each case, with a value in excess of $10,000,000 per occurrence or in the aggregate, other than to the extent permitted under the Credit Facility;
(iv) sell, assign, lease, sublease, license, sublicense or otherwise transfer or dispose of, any assets of the Company or its Subsidiaries with a value in excess of $10,000,000 per occurrence or in the aggregate, other than to the extent permitted under the Credit Facility;
(v) make material changes to the scope of business of the Company and its Subsidiaries as of the date hereof;
(vi) change the brand name of the Company or its Subsidiaries;
(vii) commence, settle or compromise, or threaten to offer to commence, settle or compromise, any Proceeding (other than in connection with this Agreement) involving amounts in excess of $10,000,000;
(viii) change, modify or alter the dividend policy of the Company and its Subsidiaries;
(ix) commence or initiate the dissolution, liquidation or winding up of the Company;
(x) amend, modify or supplement the Company Charter Documents in a manner adverse to Delta or CK Opps I (provided that, for purposes of this clause (x), the Requisite Consent shall only require the prior written consent of Delta or CK Opps I to the extent such amendment, modification or supplement would reasonably be expected be adverse to Delta or CK Opps I, as applicable);
(xi) change its methods of accounting, except as required under GAAP, IFRS or the rules and regulations of the SEC;
(xii) make or change any tax election, change any annual tax accounti...
Other Governance Matters
