Board Matters Clause Samples

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. (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. 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 Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nomin...

Board Matters. Unless otherwise agreed by the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office (including at least three of the Preferred Directors), the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors and the Observers 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. Each Preferred Directors shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors.

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. 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 directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.