New Independent Director definition
Examples of New Independent Director in a sentence
If the New Independent Director does not join the Board, then the Stockholders will select a Legacy Independent Director to join the Review Committee, and the Company will promptly take all action necessary to appoint such director to the Review Committee.
In the event that no First Deadlock Candidate wins a plurality vote of the Board, Starboard shall indicate which of the First Deadlock Candidates shall be appointed as the first New Independent Director.
Immediately following the execution of this Agreement, the Company will take all action necessary to form a strategic review committee (the “Review Committee”) composed solely of the First Camac Designee and the New Independent Director (if the New Independent Director joins the Board).
After the appointment of the First New Independent Director in accordance with this Section 1(a) and prior to the appointment of the Second New Independent Director (as defined below) in accordance with Section 1(b), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard.
The Board and all applicable committees of the Board shall nominate each New Independent Director to stand for election at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”).
Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict in any way any New Independent Director (or any Replacement Director, as applicable) in the exercise of his or her fiduciary duties under applicable law as a director of the Corporation.
Effective upon the appointment of the Replacement New Independent Director to the Board, such Replacement New Independent Director will be considered the New Independent Director for all purposes of this Agreement.
In the event that no Second Deadlock Candidate wins a plurality vote of the Board, Starboard shall indicate which of the Second Deadlock Candidates shall be appointed as the second New Independent Director.
In due course, the Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate the New Independent Director for election at the 2017 Annual Meeting for a further term expiring at the 2020 annual meeting of stockholders (the “2020 Annual Meeting”).
Without limiting the foregoing, the Board shall give the New Independent Director the same due consideration for membership to any committee of the Board, including any new committee(s) and subcommittee(s) that may be established, as any other independent director.