New Director. The Company agrees that the Board of Directors of the Company (the “Board”) shall on the date hereof take all necessary actions to: (i) increase the size of the Board by one Class II directorship with a term expiring at the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and appoint Xxxxx X. Xxxxxx (the “New Director”) to fill the resulting vacancy; and (ii) appoint the New Director to the Nomination and Compensation Committee of the Board. The New Director has previously delivered to the Company a completed standard director and officer questionnaire of the Company (a “D&O Questionnaire”), and contemporaneously with the execution of this Agreement is delivering an executed nomination letter in the form attached hereto as Exhibit A-1 (the “Nomination Letter”) and an executed irrevocable resignation of the New Director in the form attached hereto as Exhibit A-2 (the “Resignation”, and together with the D&O Questionnaire and the Nomination Letter, the “Nomination Documents”).
New Director. The Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board by one (1) member and appoint Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on the Board no later than five (5) days after the Effective Date (such date, the “Appointment Date”).
New Director. The Company hereby agrees that, effective five (5) business days following the issuance of the Company 8-K (as hereinafter defined) announcing the entry into this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Axxx Xxxxxxxx, as representative of Investor (the “Investor Affiliated Director”) as a director of the Company. Satisfactory completion of customary background checks and the Company’s standard directors and officers questionnaire for the Investor Affiliated Director shall have been completed prior to the date hereof. Simultaneously with the appointment of the Investor Affiliated Director to the Board, the size of the Board shall be increased to not more than twelve (12) directors. The Board, based on information provided by Investor and the Investor Affiliated Director, has determined that the Investor Affiliated Director would (i) qualify as an “independent director” under the applicable rules of The New York Stock Exchange (“NYSE”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and (ii) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in clauses (iii)-(iv) of Section 1(g) hereof).
New Director. (a) As soon as practicable following the date of this Agreement, but no later than June 25, 2018 (such date, the “Appointment Date”), the board of directors of the Company (the “Board”) shall appoint Lxxxxx X. Xxxxxxxx (the “New Director”) to serve on the Board. The Nominating and Governance Committee of the Board and the Board will (i) limit the number of director nominees of the Company in connection with the Company’s 2018 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “2018 Annual Meeting”) to nine nominees and (ii) also nominate the New Director for election as one of the director nominees of the Company in connection with the 2018 Annual Meeting.
New Director. The Board shall include Xxxxxxx X. Xxxxxxxxxxxx (the “New Director”) as a nominee for the Board in the proxy statement for the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) and, in accordance with the requirements of paragraph 5, shall recommend and solicit proxies for the election of the New Director at the 2020 Annual Meeting.
New Director. The Company hereby agrees that, promptly following execution of this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxx Bazaar (the “New Director”) as a Class III director of the Company with a term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Simultaneously with the appointment of the New Director to the Board, the size of the Board shall be increased to not more than eight (8) directors. The Board, based on information provided by Engine and the New Director, has determined that the New Director would (A) qualify as an “independent director” under the applicable rules of The Nasdaq Global Market (“Nasdaq”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(f)(iii) hereof).
New Director. Within one business day (as defined below) following the Effective Date and subject to the provision by Xxxxx of any information reasonably requires to complete Company’s customary onboarding procedures, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to (1) create a vacancy and appoint Xxxxx as a member of the Board, effective January 1, 2024, with an initial term expiring at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and (2) appoint Xxxxx to the Risk Management Committee of the Board and the Audit and Finance Committee of the Board, effective January 1, 2024.
New Director. (i) Effective as of the Effective Date, the Board, and all applicable committees of the Board, shall take all necessary actions to terminate Xx. Xxxxxx’x employment without Cause (as such term is defined in that certain Amended and Restated Executive Employment Agreement, dated as of March 29, 2021, between the Company and Xx. Xxxxxx (the “Employment Agreement”)), resulting in the resignation of Xx. Xxxxxx from the Board and any committees thereof on which he serves, and from any positions that he holds with the Company and any of the subsidiaries of the Company as of the Effective Date in accordance with the terms of the Employment Agreement.
New Director. The Company’s Board of Directors (the “Board”) has taken all action necessary to appoint Xxxxx Xxxxxx (“Mr. Witney”) as a Class III director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders, with such appointment to be contingent on the closing of the Private Placement Issuance (as such term is defined in Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 24, 2022 (as amended, the “Definitive Proxy Statement”). At the 2022 Annual Meeting of Stockholders, Company agrees to recommend, support and solicit proxies for the election of Mr. Witney to stand for a three-year term in the same manner in which Company supports and solicits proxies for its other nominees up for election in connection with the 2022 Annual Meeting of Stockholders.
New Director. As soon as reasonably practicable following the execution of this Agreement, the Board and all applicable committees thereof shall take (or shall have taken) such actions to appoint Xxxx Xxxxx (the “New Director”) as a member of the Board with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company’s slate of nominees for the election of directors at the 2024 Annual Meeting shall include the New Director as a nominee. The Company will recommend that the Company’s stockholders vote in favor of the election of the New Director at the 2024 Annual Meeting and will support the New Director for election in a manner consistent with its support for the other nominees of the Company.
