New Director Information. The D. E. Shaw Parties acknowledge that, prior to the appointment of a given New Director to the Board and prior to the nomination of a given New Director for election at the 2022 Annual Meeting, such New Director must provide (i) any information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard D&O questionnaire and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”), in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such New Director’s eligibility to serve on the Board and independence, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company of non-management directors of the Company to assure compliance with the matters referenced in Section 1(f) and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such New Director that he or she intends to serve for the full term for which he or she is appointed or elected at any Annual Meeting (including any term to which he or she would be elected at the 2022 Annual Meeting) and (B) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check.
New Director Information. As a condition to a Replacement New Director’s appointment to the Board or subsequent nomination for election as a director at the Company’s Annual Meeting of Shareholders, such person 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 reasonable and customary background checks, to the extent, in each case, consistent with the information and background checks required by the Company in accordance with past practice with respect to other non-management members of the Board.
New Director Information. As a condition to the appointment of the New Director to the Board, the New Director shall 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 shall consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Company with respect to other members of the Board.
New Director Information. As a condition to the New Director’s appointment to the Board and any subsequent nomination for election as a director at any future Company Annual Meeting of Stockholders, the New Director candidate 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, to the extent, in each case, consistent with the information and background checks required by the Company in accordance with current practice with respect to all other members of the Board since January 28, 2016. If, following the completion of the Company’s initial background review process, the Board learns that the New Director 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, or learns other information that would in good faith render such New Director ineligible for Board membership or constitute grounds for a removal of such New Director from the Board for cause, then the Board may request that the New Director submit his resignation.
New Director Information. The Mill Road Parties acknowledge that the New Directors must provide (i) any information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s onboarding documentation, consistent with prior years’ practice, (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing the New Directors’ eligibility to serve on the Board and independence, consistent with prior years’ practice, and (iv) such written consents reasonably requested by the Company, consistent with prior years’ practice, for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company, consistent with prior years’ practice, of non-management directors of the Company. The Company acknowledges that each of the New Directors has submitted a completed copy of the Company’s standard D&O questionnaire for the 2023 Annual Meeting and provided an acknowledgment that he intends to serve for the full term for which he is elected at the 2023 Annual Meeting.
New Director Information. As a condition to a New Director’s appointment to the Board and any subsequent nomination for election as a director at any future Company annual meeting of stockholders, a New Director 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, to the extent, in each case, consistent with the information and background checks 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 of any information that would in good faith constitute grounds for a removal of such New Director from the Board for cause, then the Board may request that the New Director submit his or her resignation (if such New Director has already been appointed to the Board in accordance with Section 1(a)) and, in such case, a Replacement New Director shall be selected as provided in Section 1(d).
New Director Information. As a condition to any Replacement New Director’s appointment to the Board, such Replacement New Director 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 and 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, in each case, to the extent consistent with the information and background checks required by the Company in accordance with past practice with respect to other members of the Board.
New Director Information. As a condition to a New Director’s appointment to the Board and any subsequent nomination for election as a director at the Company’s Annual Meeting of Stockholders, the New Directors 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, to the extent, in each case, consistent with the information and background checks 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 a New Director 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 the New Director submit his or her resignation and, in such case, the Nominating and Governance Committee of the Board, together with the Investors, will identify a mutually agreeable replacement; provided, that the Investors aggregate beneficial ownership of the Company’s common shares is 3.0% or more.
New Director Information. As a condition to Mx. Xxxxxx’x appointment to the Board and any subsequent nomination for election as a director at any future Company annual meeting of stockholders, he must provide any information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards.
New Director Information. As a condition to the appointment of each New Director to the Board, the New Director shall 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 and independence of directors or satisfying compliance and legal obligations, and shall consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Company in accordance with past practice with respect to all other independent members of the Board. If, following the date of this Agreement, the Board becomes aware that a New Director has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a material misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then the Board may request that such New Director submit his or her resignation, and, in such case, Investor shall express its belief to such New Director that it is appropriate for such New Director to resign from the Board. Upon any such resignation prior to the Expiration Date, if Investor’s beneficial ownership is at least the Ownership Threshold and the Company has not delivered written notice to Investor of a material breach of this Agreement by Investor which has not been cured by Investor, each of Investor and the Company shall use its commercially reasonable efforts to mutually agree as soon as reasonably practicable on a replacement director in accordance with paragraph 5 of this Agreement.
