Settlement Covenants Sample Clauses
A Settlement Covenants clause outlines the obligations and promises that parties agree to as part of resolving a dispute or legal claim. Typically, this clause details actions such as payment terms, confidentiality requirements, or the release of further claims, ensuring that both parties fulfill their agreed-upon responsibilities. By clearly defining these commitments, the clause helps prevent future disagreements and provides a framework for enforcing the terms of the settlement, thereby ensuring finality and closure to the dispute.
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Settlement Covenants. (a) The Investors and the Company hereby acknowledge and agree that:
(i) The Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board will, subject to the discharge of its fiduciary duties, recommend for nomination for election at the 2014 Annual Meeting an additional director (the “Additional Director”) to serve in the class of directors to be elected at such meeting, and will recommend a vote for such nominee and solicit proxies from the Company’s shareholders for his election at the 2014 Annual Meeting. The Additional Director shall be subject to the consent of Engaged Capital, which shall not be unreasonably withheld, conditioned or delayed; provided, that, (x) the Nominating Committee agrees to interview ▇▇▇▇ ▇▇▇▇▇ for the Additional Director position, (y) any Additional Director must qualify as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market and (z) the Additional Director must be identified in time to be included in the Company’s proxy materials; further, provided, that in the event that the Additional Director is not identified in time to be included in the Company’s proxy materials in connection with the 2014 Annual Meeting, then the Company shall appoint the Additional Director promptly following the 2014 Annual Meeting upon the identification of the Additional Director, subject to the consent of Engaged Capital and the satisfaction of the other conditions set forth in this section.
(ii) In order to facilitate the election of the Additional Director, the Company agrees that, as the first item to be considered at the 2014 Annual Meeting, it will seek stockholder approval to expand its Board to ten members, it being understood that approval of such matter shall be a condition to stockholder action on the election, or the appointment, of the Additional Director (the “Expansion Resolution”).
(b) Upon execution of this Agreement, the Investors hereby irrevocably withdraw the Nomination Letter and will terminate, effective immediately, any efforts to call a special meeting of shareholders or propose or vote in favor of any business to be conducted at any such meeting if called.
Settlement Covenants. 1. Defendants agree to propose legislation during the 2020-21 legislative session that implements the elements set forth in sections I and II of the fully executed December 19, 2019 Settlement Term Sheet attached to this Settlement Agreement as Exhibit A and incorporated herein. Hereinafter, sections I and II of the Settlement Term Sheet shall be referred to as the “Proposed Legislation.”
2. The Settling Parties agree to the separate covenants and terms stated in sections III, IV, V, and VI of the Settlement Term Sheet.
3. The Settling Parties agree to the procedures and obligations stated under the heading “Settlement Process” in Section VII of the Settlement Term Sheet.
4. The Settling Parties agree to the “Covenants Regarding Conduct After Settlement and Before Enactment” included in Section VII of the Settlement Term Sheet.
1 Settlement Implementation Agreement
Settlement Covenants. (a) Engaged Capital Master Feeder I, LLP hereby irrevocably withdraws its letter dated December 28, 2015 providing notice to the Company of its intention to nominate certain individuals for election as directors of the Company at the 2016 Annual Meeting (the “Engaged Shareholder Nomination”).
(b) Each member of the Engaged Group shall immediately cease all efforts, direct or indirect, in furtherance of the Engaged Shareholder Nomination and any related solicitation in connection with the Engaged Shareholder Nomination, including any negative solicitation efforts relating to the 2016 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company.
(c) Engaged Capital Master Feeder I, LLP irrevocably withdraws its demands for a stockholder list, and other materials and books and records pursuant to Section 220 of the Delaware General Corporation Law or otherwise.
Settlement Covenants