Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a Holder, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about the background and qualifications of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person: (a) is not and will not become a party to: (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or (ii) any Voting Commitment that could limit or interfere with the person’s ability to comply, if elected as a director of the Corporation, with the person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (c) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 9 of these Bylawsthis Article II) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (a) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
law as it presently exists or may hereafter be amended; (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
therein; and (c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and confidentiality, stock ownership ownership, related party and trading policies and guidelines of the Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Article I, Section 1.12 7 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (aA) will abide by the requirements of Article I, Section 8 of these Bylaws, (B) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
law as it presently exists or may hereafter be amended, (bC) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
and (cD) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person nominated by a stockholder for election or reelection to the Board of Directors must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 2.9 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person individual and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
individual (aA) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
or (ii2) any Voting Commitment that could limit or interfere with the personsuch individual’s ability to comply, if elected as a director of the Corporation, with the personsuch individual’s fiduciary duties under applicable law,
, (bB) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to therein, (C) will comply with the Corporation’s corporate governance guidelines and other policies applicable to its directors, and
and has disclosed therein whether all any portion of securities of the Corporation were purchased with any financial assistance provided by any other person and whether any other person has any interest in such securities, (cD) in the personsuch individual’s individual personal capacity and on behalf of any person or entity on whose behalf behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the CorporationCorporation publicly disclosed from time to time, (E) consents to being named as a nominee in any proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card and agrees to serve if elected as a director and (F) will abide by the requirements of Section 2.11 of these Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderDirector, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws13.4) to the Secretary at the principal executive offices of the Corporation General Partner pursuant to Section 15.1 a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Partnership upon written request), and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary Partnership upon written request) that such person:
person (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the CorporationDirector, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Partnership or (ii) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the CorporationDirector, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation Partnership with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director Director that has not been disclosed to the Corporationtherein, and
and (c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the CorporationDirector, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the CorporationPartnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Atlas Energy, L.P.), Agreement of Limited Partnership (Atlas Pipeline Holdings, L.P.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person nominated by a stockholder for election or reelection to the Board of Directors must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Article II, Section 1.12 3 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person individual and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
individual (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
or (ii) any Voting Commitment that could limit or interfere with the personsuch individual’s ability to comply, if elected as a director of the Corporation, with the personsuch individual’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporationtherein, and
(c) will comply with the Corporation’s corporate governance guidelines and other policies applicable to its directors, and has disclosed therein whether all or any portion of securities of the Corporation were purchased with any financial assistance provided by any other person and whether any other person has any interest in the personsuch securities, (d) in such individual’s individual personal capacity and on behalf of any person or entity on whose behalf behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the CorporationCorporation publicly disclosed from time to time, (e) consents to being named as a nominee in any proxy statement relating to the next annual meeting or special meeting, as applicable, pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card and agrees to serve if elected as a director, and (f) will abide by the requirements of Article II, Section 5 of these Bylaws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver by mail (in the case of nominee nominated by a stockholder pursuant to Section 2.03, in accordance with the time periods prescribed for delivery of notice under Section 1.12 2.03 of these Bylaws, as applicable) to the Secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (ai) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (bii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with such person’s candidacy or service or action as a director that has not been disclosed to the Corporation, and
and (ciii) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and any other Corporation policies and guidelines applicable to directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legacy Reserves Lp), Merger Agreement (Legacy Reserves Lp)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a Holdercorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Article II, Section 1.12 14 of these Bylaws) to the Secretary at the principal executive offices of the Corporation corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the corporation, and shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (a) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporationcorporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporationcorporation, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
therein and (c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporationcorporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporationcorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Office Depot Inc), Agreement and Plan of Merger (MAPLEBY HOLDINGS MERGER Corp)
Submission of Questionnaire, Representation and Agreement. To be eligible qualified to be a nominee for election or reelection re-election as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in the case of a person nominated by a stockholder in accordance with Section 2.11(b) or Section 2.11(c), in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylawssuch sections) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five (5) Business Days of such written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written requestrequest written request of any stockholder of record identified by name within five (5) Business Days of such) that such person:
person (ai) is not and will not become a party to:
to (iA) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (iiB) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (bii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
therein and (ciii) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, and if elected as a director of the CorporationCorporation will comply, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 1 contract
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person nominated by a stockholder for election or reelection to the Board of Directors must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 2.9 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person individual and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
individual (aA) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
or (ii2) any Voting Commitment that could limit or interfere with the personsuch individual’s ability to comply, if elected as a director of the Corporation, with the personsuch individual’s fiduciary duties under applicable law,
, (bB) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to therein, (C) will comply with the Corporation’s corporate governance guidelines and other policies applicable to its directors, and
and has disclosed therein whether all or any portion of securities of the Corporation were purchased with any financial assistance provided by any other person and whether any other person has any interest in such securities, (cD) in the personsuch individual’s individual personal capacity and on behalf of any person or entity on whose behalf behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time, (E) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director, and (F) will abide by the requirements of Section 2.11 of these Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Arconic Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderDirector, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws12.4) to the Secretary at the principal executive offices Board of the Corporation Directors pursuant to Section 14.1 a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Company upon written request), and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary Company upon written request) that such person:
person (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the CorporationDirector, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Company or (ii) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the CorporationDirector, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director Director that has not been disclosed to the Corporationtherein, and
and (c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the CorporationDirector, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the CorporationCompany.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Atlas Energy Group, LLC)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 2.9 or Section 2.10 of these Bylaws, as applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person individual and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made made, an irrevocable conditional resignation in accordance with the Corporation’s resignation policy in connection with majority voting and Section 2.12 of these Bylaws, and a written representation and agreement (the questionnaire, representation, and agreement to be in the form of such questionnaire, irrevocable conditional resignation and representation and agreement provided by the Secretary, which form shall be provided by the Secretary upon written requestrequest of any stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or business proposal, as applicable, is made; provided such written request identifies both the stockholder making such request and the beneficial owner(s), if any, on whose behalf such request is being made) that such personindividual:
(a1) is not and will not become a party to:
: (ia) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
; and (iib) any Voting Commitment that could limit or interfere with the personsuch individual’s ability to comply, if elected as a director of the Corporationcorporation, with the personsuch individual’s fiduciary duties under applicable law,
; and (b2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein;
(B) agrees to promptly provide to the Corporation, Corporation such other information as the Corporation may reasonably request; and
(cC) in the personsuch individual’s individual personal capacity and on behalf of any person or entity on whose behalf behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the CorporationCorporation publicly disclosed from time to time.
Appears in 1 contract
Samples: Investment Agreement (SilverSun Technologies, Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 2.7 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (aA) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (bB) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
therein and (cC) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 1 contract
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection re-election as a director of the Corporation by a Holderpursuant to Section 2.03(A)(1)(d), a person proposed nominee must complete and deliver in writing (in accordance with the time periods prescribed for delivery of notice under this Section 1.12 of these Bylaws2.03) to the Secretary at the principal executive offices of the Corporation (1) a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) and (2) a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person:
person (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director Director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
(c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.
Appears in 1 contract
Samples: Merger Agreement (GigCapital4, Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation by a HolderCorporation, a the person proposed to be nominated must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written completed and signed questionnaire providing in the information requested about form required by the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary shall provide to such stockholder within ten (10) days of receiving such request) with respect to the background and qualifications qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made and a written signed representation and agreement (the questionnaire, representation, and agreement to be in the form provided by available from the Secretary upon written request) that such person:
: (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreementCompensation Arrangement (as defined in Section 1.12.4(c) of these Bylaws) that has not been disclosed therein, arrangement or understanding (c) if elected as a director of the Corporation, will comply with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director that has not been disclosed to of the Corporation, and
(cd) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation publicly disclosed from time to time, (e) if elected as a director of the Corporation, will act in the best interests of the Corporation and its stockholders and not in the interests of individual constituencies, (f) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director and (g) intends to serve as a director for the full term for which such individual is to stand for election.
Appears in 1 contract
Samples: Business Combination Agreement (DPCM Capital, Inc.)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection re-election as a director of the Corporation by a Holderpursuant to Section 2.03(A)(1)(e), a person proposed nominee must complete and deliver in writing (in accordance with the time periods prescribed for delivery of notice under this Section 1.12 of these Bylaws2.03) to the Secretary at the principal executive offices of the Corporation (1) a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request), (2) an irrevocable, contingent resignation to the Board of Directors, in a form acceptable to the Board of Directors, and (3) a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person:
person (a) is not and will not become a party to:
to (i) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director Director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
(c) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.
Appears in 1 contract
Submission of Questionnaire, Representation and Agreement. To be eligible qualified to be a nominee for election or reelection re-election as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in the case of a person nominated by a stockholder in accordance with Sections 11(b) or 11(c) of this ARTICLE II, in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylawssuch sections) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) that such person:
person (ai) is not and will not become a party to:
to (iA) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (iiB) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
, (bii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and
therein and (ciii) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, and if elected as a director of the CorporationCorporation will comply, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 1 contract
Samples: Business Combination Agreement (Altimar Acquisition Corp. II)
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a HolderCorporation, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Article I, Section 1.12 7 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about with respect to the background and qualifications qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:
person (aA) will abide by the requirements of Article I, Section 8 of these Bylaws, (B) is not and will not become a party to:
to (i1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or
Corporation or (ii2) any Voting Commitment that could limit or interfere with the such person’s ability to comply, if elected as a director of the Corporation, with the such person’s fiduciary duties under applicable law,
law as it presently exists or may hereafter be amended, (bC) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporationtherein, and
and (cD) in the such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Appears in 1 contract
