New Directors. The Board of Directors of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and appoint Xxxxxx Xxxxxx and Tor Xxxxxx (the “New Directors”) as directors of the Company to fill two of the vacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s stockholders (the “2015 Annual Meeting”). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each of the New Directors qualifies as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and Investor shall provide the Company with such information concerning such New Director or Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the Xxxxxxx Group and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or other financial performance metrics.
New Directors. Prior to the Effective Date, (i) the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of Xxxx X. Xxxx, a director candidate identified by Newtyn, and Xxxx X. Xxxxxxxx, a director candidate identified by Western (each of Xx. Xxxx and Xx. Xxxxxxxx, a “New Director” and together, the “New Directors”), to serve as members of the Board and (ii) the Board has confirmed that each New Director is an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, and as a condition to each New Director’s appointment to the Board, each New Director has provided to Merrimack information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed copy of Merrimack’s director candidate questionnaire and other reasonable and customary director onboarding documentation, and consented to appropriate background checks comparable to those undergone by other non-management directors of Merrimack.
New Directors. Immediately after Closing, the Sellers’ Representative shall cause the members of board of the Company appointed by members of the Sellers’ Group that are not Target Companies (including the directors listed on Annex C of the Sellers’ Disclosure Letter) but excluding for the avoidance of doubt the Company’s independent directors and their independent alternates) to resign from the board of the Company in seriatum and appoint in the place of each such resigning director such qualified person as shall be named by the Purchasers’ Representative at least five (5) Business Days prior to Closing. The Purchasers’ Representative shall cause its director nominees, once appointed to the board of the Company, to take such actions as may be required to give effect to the preceding sentence.
New Directors. The Company has taken all appropriate action and the Company’s Board of Directors has adopted resolutions (copies of which are attached hereto as Exhibit A), which will be effective as of the execution and delivery of this Agreement by all parties (the “Effective Time”), to provide for the following: (i) fixing the size of the Company’s Board of Directors at six, (ii) the resignation of Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X.X. van Nispen tot Sevenaer as directors of the Company, (iii) the election and appointment of Xxxx X. Xxxxxx and Theo X.X. Xxxxxxx as directors of the Company to fill the vacancies resulting from such resignations, (iv) the election and appointment of Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx as Co- Chairmen of the Company, (v) the election and appointment of Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Audit Committee, (vi) the election and appointment of Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Executive Committee and (vii) the approval of the Consulting Agreements (as defined below). For the elimination of doubt, pursuant to the foregoing sentence, at the Effective Time, the Company shall cause (a) its Board of Directors to consist of the following persons: Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxx X.X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, (b) its Audit Committee to consist of the following persons: Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, and (c) its Executive Committee to consist of the following persons: Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx.
New Directors. NOWTRANSIT shall have delivered to BEST resolutions as to the appointment of its director designees as set forth in Section 1.03(a) of this Agreement;
New Directors. Upon execution and delivery of this Agreement, the Company shall increase the size of the Board of Directors by two members and Howard B. Kerzner, the Company's Chief Executive Officer, and an ixxxxxxxxx xxxxxxxted by Istithmar who satisfies the requirements of Section 3.2(d) shall be appointed to fill the new seats.
New Directors. Within one (1) business day (as defined below) following the date hereof, the Company shall appoint Xxx X. Xxxxxxxx, Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (each a “New Director” and together the “New Directors”) to the board of directors of the Company (the “Board”). The Board shall take such action necessary to increase the size of the Board by three (3) directors and appoint the New Directors to fill the vacancies so created, such that the size of the Board shall be fifteen (15) directors following the appointment of the New Directors. Each of the New Directors shall serve as a director until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and until a successor is duly elected and qualified or until the New Director’s earlier death, resignation or removal from office. The size of the Board shall not exceed (i) fifteen (15) directors prior to the date of the 2024 Annual Meeting and (ii) twelve (12) directors from the date of the 2024 Annual Meeting until the Expiration Date.
New Directors. (i) Within one (1) business day following the execution of this Agreement, the Company will accept the previously tendered resignation of Xxxxxx X. Xxxxx from the Board, and the Board and all applicable committees thereof will take (or will cause to be taken) such actions as are necessary to appoint, effective upon or immediately after such resignation, Xxxxxx X. Xxxxxx (“Xxxxxx”) to the Board as a director standing for re-election at the 2023 Annual Meeting as a director with a term expiring at the Company’s 2026 annual meeting of shareholders. The Company will (i) recommend that the shareholders of the Company vote to elect Jacobs as a director of the Company at the 2023 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of Jacobs to serve for a three-year term in the same manner in which the Company supported and solicited proxies for its director nominees up for election in connection with the Company’s 2022 Annual Meeting.
New Directors. In accordance with the provisions of this Article III, the Company shall take appropriate actions, once nominees are identified satisfying the requirements of Section 3.2, to add three (3) new members to the Board (the “New Directors”). It is the intent of the parties that such additions shall occur as promptly as practicable, but in no case later than the Company’s 2008 Annual Meeting of Stockholders.
New Directors. The Board has duly appointed, effective as of the Board Reconstitution Time, Xxxx X. Xxxxx (referred to in this Letter Agreement, collectively with any Successor MR Director (as defined below) as the “Mantle Ridge Director”) and Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, III, Xxxx X. Xxxxxxxxxx and Xxxxxxx X. Xxxxx (collectively with the Mantle Ridge Director and any Successor Independent Director as defined below, the “New Directors”) to serve as directors of the Company with terms expiring at the Company’s next annual meeting of stockholders (including any adjournments or postponements thereof, the “Upcoming Annual Meeting”). The Mantle Ridge Group affirms that the New Directors, other than Xxxx X. Xxxxx, are unaffiliated with the Mantle Ridge Group;
