Board Nominations. The Company and the Holders hereby agree that:
Board Nominations. The Company and each Purchaser shall use its best efforts, including without limitation, with respect to each Purchaser, by voting or acting by written consent with respect to all shares of Stock which it is entitled to vote or so act (and by directing the holder of the Special Voting Share pursuant to the Canadian Transaction Agreements to vote or act by written consent with respect to the Special Voting Share, with respect to that number of votes it is entitled to so direct such holder pursuant to the Canadian Transaction Agreements), to cause the Board to effect, the nomination of the following individuals as Common Directors:
Board Nominations. Section 2.1 of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Board Nominations. (a) The Company agrees that, with respect to any annual meeting or special meeting of stockholders of the Company at which directors are to be elected to the Board (such meeting, any other annual meeting or special meeting of stockholders or any action by written consent of stockholders, each a “Stockholder Meeting”), the Company shall:
Board Nominations i. As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to:
Board Nominations. The Board of the Company shall be composed of five (5) members. With respect to such five (5) members, the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, and (iii) that the Doubletree Holders together with the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board (one (1) of whom shall be an independent director). Immediately upon the closing of the Transactions (as defined in Section 2 below), the Board of the Company shall be reduced to five (5) members and to the extent that any Holders wish to appoint or replace any of their designees to the Board, as permitted under this Section 2.1, at such time, the Board shall immediately designate any such designees and replacements."
Board Nominations. The Board of the Company shall be composed of at least twelve (12) members plus, pursuant to clause (v) below, the President of the Company; provided, that the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board three (3) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, (iii) that the Doubletree Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (iv) that the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board and (v) that the Doubletree Holders together with the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board the President of the Company and/or such number of independent directors for election to the Board as shall constitute the remainder of the Board.
Board Nominations. A. Newcastle and the Purchaser agree to use their commercially reasonable efforts to cause their designees on the Board of Directors of the Company (the “Board”) to vote to nominate and recommend the election of the following persons to be members of the Board at each meeting of the shareholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting, relating to the nomination of directors:
Board Nominations. Effective immediately, for a period of not less than two years, the Board will implement a policy of nominating persons to serve as directors who are not employees of the Company, except that the Board will continue to be permitted to nominate, in its discretion, the Company's Chief Executive Officer.
Board Nominations. (i) UCP shall (A) increase the authorized number of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx (the “Director Nominees”) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors.
