New Independent Director Sample Clauses

New Independent Director. Effective as of the date of this Agreement, Company’s Board of Directors (the “Board”) will take all action necessary (including increasing the size of the Board) to appoint Xxxxxxxx Xxxxxxx (the “New Director”) as a director with a term expiring at Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).
Sample 1
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New Independent Director. The Company shall take all such actions as are necessary to appoint Xxxxxxx Xxxxx (the “New Independent Director”) to the Board, effective as of July 1, 2024. The New Independent Director shall serve as a director until the Company’s 2025 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “2025 Annual Meeting”) or until the New Independent Director’s earlier death, resignation or removal from office.
Sample 1
New Independent Director. (i) The Company and the Xxxxxx Parties shall cooperate in good faith to identify and mutually agree, subject to this Section 1 (including Sections 1(e) and 1(f)), upon a Qualified Director (such individual, the “New Independent Director”), and the Board and all applicable committees thereof shall take such actions as are necessary in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and the General Corporation Law of the State of Delaware (the “DGCL”) to increase the size of the Board by one (1) and appoint the New Independent Director to fill the vacancy created by such increase in the Board.
Sample 1
New Independent Director. Within two (2) business days (as defined below) following the date hereof, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint Mxxx Exxxxxxxx “Maliz” Beams (the “New Independent Director”) as a Class I member of the Board with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).
Sample 1
New Independent Director. In addition, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary in accordance with the Bylaws and the DGCL to increase the size of the Board by one (1) and appoint a new Independent director to the Board, who has been mutually agreed upon by the Board and the Irenic Parties (the “New Independent Director,” and together with the Investor Designee, the “New Directors”), to fill the vacancy created by such increase in the Board, which actions the Company shall use its reasonable best efforts to complete no later than five (5) Business Days following the 2024 Annual Meeting.
Sample 1
New Independent Director. This confirms, on behalf of the Company, that, concurrently with the execution and delivery of this Agreement, the Company’s Board of Directors (the “Board”) has expanded the size of Class I of the Board to create a vacant seat and has appointed Xxxx X. Xxxxxx, Xx. (the “New Director”) to fill such vacancy and serve (a) as a Class I director with a term that expires at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) or upon the New Director’s earlier death, resignation, disqualification or removal from office and (b) as a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee with a term that expires at 2025 Annual Meeting or upon the New Director’s earlier death, resignation, disqualification or removal.
Sample 1

Related to New Independent Director

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

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