New Directors. As of the date hereof, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint each of (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”) as members of the Board, such appointments effective as of the date of this Agreement. The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the Initial New Directors for election as directors of the Company at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meeting, with terms expiring at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), and will (i) recommend that the shareholders of the Company vote to elect each of the Initial New Directors as directors of the Company at the 2024 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of each of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors, have determined, on or prior to the date hereof, that each of the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchange, the rules and regulations of the SEC and any director independence standards adopted by the Board that are applicable to all non-executive directors on the Board 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(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines of the Board of Directors or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 Annual Meeting.
New Directors. Prior to the Effective Date, (i) the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of Xxxx X. Xxxx, a director candidate identified by Newtyn, and Xxxx X. Xxxxxxxx, a director candidate identified by Western (each of Xx. Xxxx and Xx. Xxxxxxxx, a “New Director” and together, the “New Directors”), to serve as members of the Board and (ii) the Board has confirmed that each New Director is an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, and as a condition to each New Director’s appointment to the Board, each New Director has provided to Merrimack information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed copy of Merrimack’s director candidate questionnaire and other reasonable and customary director onboarding documentation, and consented to appropriate background checks comparable to those undergone by other non-management directors of Merrimack.
New Directors. Immediately after Closing, the Sellers’ Representative shall cause the members of board of the Company appointed by members of the Sellers’ Group that are not Target Companies (including the directors listed on Annex C of the Sellers’ Disclosure Letter) but excluding for the avoidance of doubt the Company’s independent directors and their independent alternates) to resign from the board of the Company in seriatum and appoint in the place of each such resigning director such qualified person as shall be named by the Purchasers’ Representative at least five (5) Business Days prior to Closing. The Purchasers’ Representative shall cause its director nominees, once appointed to the board of the Company, to take such actions as may be required to give effect to the preceding sentence.
New Directors. The Company has taken all appropriate action and the Company’s Board of Directors has adopted resolutions (copies of which are attached hereto as Exhibit A), which will be effective as of the execution and delivery of this Agreement by all parties (the “Effective Time”), to provide for the following: (i) fixing the size of the Company’s Board of Directors at six, (ii) the resignation of Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X.X. van Nispen tot Sevenaer as directors of the Company, (iii) the election and appointment of Xxxx X. Xxxxxx and Theo X.X. Xxxxxxx as directors of the Company to fill the vacancies resulting from such resignations, (iv) the election and appointment of Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx as Co- Chairmen of the Company, (v) the election and appointment of Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Audit Committee, (vi) the election and appointment of Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx to the Executive Committee and (vii) the approval of the Consulting Agreements (as defined below). For the elimination of doubt, pursuant to the foregoing sentence, at the Effective Time, the Company shall cause (a) its Board of Directors to consist of the following persons: Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxx X.X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, (b) its Audit Committee to consist of the following persons: Theo X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx, and (c) its Executive Committee to consist of the following persons: Xxxxx Xxxxxx, Xxxx X.X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxxx X. van den Xxxx.
New Directors. NOWTRANSIT shall have delivered to BEST resolutions as to the appointment of its director designees as set forth in Section 1.03(a) of this Agreement;
New Directors. Effective as of the Closing and subject to prior Exchange approval, the Acquiror agrees that Mxxx Xxxxx, Axxxx Xxx and Yxxxx Xxx Xxxxxxx, together with such other person(s) as BYND may designate, will be appointed as directors of the Resulting Issuer.
New Directors. Upon execution and delivery of this Agreement, the Company shall increase the size of the Board of Directors by two members and Howard B. Kerzner, the Company's Chief Executive Officer, and an indivixxxx xxxxxxxxxx xy Istithmar who satisfies the requirements of Section 3.2(d) shall be appointed to fill the new seats.
New Directors. Within one (1) business day (as defined below) following the date hereof, the Company shall appoint Xxx X. Xxxxxxxx, Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (each a “New Director” and together the “New Directors”) to the board of directors of the Company (the “Board”). The Board shall take such action necessary to increase the size of the Board by three (3) directors and appoint the New Directors to fill the vacancies so created, such that the size of the Board shall be fifteen (15) directors following the appointment of the New Directors. Each of the New Directors shall serve as a director until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and until a successor is duly elected and qualified or until the New Director’s earlier death, resignation or removal from office. The size of the Board shall not exceed (i) fifteen (15) directors prior to the date of the 2024 Annual Meeting and (ii) twelve (12) directors from the date of the 2024 Annual Meeting until the Expiration Date.
New Directors. (i) Within one (1) business day following the execution of this Agreement, the Company will accept the previously tendered resignation of [Xxxxxx X. Xxxxx] from the Board, and the Board and all applicable committees thereof will take (or will cause to be taken) such actions as are necessary to appoint, effective upon or immediately after such resignation, Xxxxxx X. Xxxxxx (“Xxxxxx”) to the Board as a director standing for re-election at the 2023 Annual Meeting as a director with a term expiring at the Company’s 2026 annual meeting of shareholders. The Company will (i) recommend that the shareholders of the Company vote to elect Jacobs as a director of the Company at the 2023 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of Jacobs to serve for a three-year term in the same manner in which the Company supported and solicited proxies for its director nominees up for election in connection with the Company’s 2022 Annual Meeting.
New Directors. In accordance with the provisions of this Article III, the Company shall take appropriate actions, once nominees are identified satisfying the requirements of Section 3.2, to add three (3) new members to the Board (the “New Directors”). It is the intent of the parties that such additions shall occur as promptly as practicable, but in no case later than the Company’s 2008 Annual Meeting of Stockholders.
