Examples of Xxxxxxx Nominees in a sentence
Upon the occurrence of a Xxxxxxx Termination Event, (i) Xxxxxxx shall cease to have any rights under this Agreement, including any rights to include in the Company Proxy Statement for nomination any Xxxxxxx Nominees and (ii) the Company and RGGPLS shall cease to have any obligations to Xxxxxxx under this Agreement.
Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2016 Annual Meeting; provided, however, that the Company shall reimburse Xxxxxxx for the reasonable and customary fees and expenses of Korn Ferry incurred prior to the date hereof to identify and evaluate the Xxxxxxx Nominees as director candidates.
If any of the Xxxxxxx Nominees ceases to serve as a director of the Company and/or the Surviving Corporation for any reason during his or her term (a “Terminating Nominee”), a nominee for the vacancy/vacancies resulting therefrom will be designated by Xx. Xxxxxxx.
Should the sale of the Surviving Corporation require the consent of the Board of Directors of the Company, or the consent of the Holders, each of the Holders and the Xxxxxxx Nominees shall take all steps necessary to provide such consents.
The Company shall use its reasonable best efforts to cause the election of the Xxxxxxx Nominees to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the Xxxxxxx Nominees (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
The initial Xxxxxxx Nominees are Xx. Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx.
Without limiting the generality of the foregoing, each party hereto will vote, consent or cause to be voted for the election of the Xxxxxxx Nominees and the GEI Nominees in all elections of directors of the Company and of the Surviving Corporation or written consents in lieu thereof held during the term of this Agreement, all securities that such party has the power to vote or consent (or in respect of which such party has the power to direct the vote or consent).
If the Board decides to form a Board committee the principal purpose of which is to oversee, evaluate, review or make recommendations with respect to any potential separation of the Company’s businesses (the “Separation”), the Board shall afford two of the Xxxxxxx Nominees the opportunity to be appointed to such committee.
Each party hereto will use its respective reasonable best efforts to cause the Xxxxxxx Nominees and the GEI Nominees to be elected in any and all elections of directors of the Company and of the Surviving Corporation held during the term of this Agreement.
The size of the Board following the Annual Meeting shall immediately be increased to seven members, and in the event the Management Nominee resigns or is removed from the Board, then the size of the Board shall be reduced to six members and may not be changed without the unanimous approval of the Xxxxxxx Nominees and Xxxx Nominees who are then members of the Board.