Board Matters Clause Samples
POPULAR SAMPLE Copied 3 times
Board Matters. (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇.
(b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026).
(c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative:
(i) increase the size of the Board of Directors in excess of eleven (11) members; or
(ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors.
(d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of th...
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board.
(b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents.
(c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected.
(d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a).
(e) Each Shareholder Nominated Directo...
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors.
Board Matters. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board (or any applicable committee thereof). Each Preferred Director shall be entitled in such person’s discretion to be a member of any committee of the Board other than committees constituted under criteria of independence or disinterestedness unmet by such Preferred Director.
Board Matters. Unless otherwise determined by the vote of a majority of the Board, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company's travel policy) in connection with attending meetings of the Board. The Board may establish such committees of the Board as it considers appropriate, each of which shall consist solely of non-management directors.
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.
Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed information and materials that the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directors.
Board Matters. (a) Prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”);
(b) Concurrently with the execution of this Agreement,
(i) the Company shall increase the size of the Board from nine (9) to ten (10) directors;
(ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f);
(iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and
(iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”)....