Common use of Director Information Clause in Contracts

Director Information. As a condition to the Directors’ nomination for election as a director at an annual meeting of the Company’s stockholders (or any Replacement Director’s appointment to the Board and any subsequent nomination for election as a director at an annual meeting of the Company’s stockholders), the Directors (or any Replacement Director, as applicable) will provide any information the Company reasonably requires, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks and customary interviews with the N&G Committee, to the extent, in each case, consistent with the information, background checks and interviews required by the Company in accordance with past practice with respect to other members of the Board. If, following the completion of the Company’s background review process, the Board learns that any Director or any Replacement Director, as the case may be, has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that such Director (or any Replacement Director, as applicable) resign from the Board and, in such case, the resulting vacancy on the Board shall be filled in the manner set forth in Section 1(c) of this Agreement.

Director Information. As a condition to the New Directors’ nomination for election as a director at an annual meeting of the Company’s stockholders (or any Replacement New Director’s ’s) appointment to the Board (or to act as the Observer) and any subsequent nomination for election as a director at an annual meeting of the Company’s stockholders), the New Directors (or any Replacement New Director, as applicable) will provide any information the Company reasonably requires, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks and customary interviews with the N&G Committee, to the extent, in each case, consistent with the information, background checks and interviews required by the Company in accordance with past practice with respect to other members of the Board. If, following the completion of the Company’s initial background review process, the Board learns that any New Director or any Replacement New Director, as the case may be, has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that such New Director (or any Replacement New Director, as applicable) resign from the Board (or, as applicable, from serving as the Observer) and, in such case, the resulting vacancy on the Board shall be filled in the manner set forth in Section 1(c1(e) of this Agreement.