Representation Period definition
Examples of Representation Period in a sentence
Effective only at such time that the Board Representation Period for either the Icahn Group or the Other Shareholder terminates, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.
This Agreement shall terminate at the end of the Board Representation Period, except Sections 7, 8, 9, 10, 11, 13, 14, 15 and 16 and the Confidentiality Agreement, which shall survive such termination; provided, that any party may bring an action following such termination alleging breach of this Agreement occurring prior to the end of (or, with respect to provisions that survive, following) the Board Representation Period.
The period in which Investor is entitled to one or more Investor Nominees is referred to as the "Director Representation Period".
During the Board Representation Period, in the case where ▇▇▇▇ ▇▇▇▇▇ is not himself an Icahn Designee, the Board shall not adopt a policy precluding members of the Board from speaking to Mr. Icahn, and the Company confirms that it will advise members of the Board that they may speak to Mr. Icahn (but subject to the Confidentiality Agreement), if they are willing to do so (but may caution them regarding specific matters, if any, that involve conflicts between the Company and the Icahn Group).
The obligations of each Investor Party pursuant to this Section 1.1(b) shall continue only during the Board Representation Period (as defined below) of the other Investor Party.
The Company shall use all reasonable efforts including Reasonable Solicitation Efforts to assure that at all times during the Director Representation Period there will be at least three Independent Directors on the Board.
During the Board Representation Period, subject to Section 1.3(c), the Company will cause individuals designated by Parent to constitute such number of members of each committee of the Company Board, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Company Board, other than any committee established to take action under this Agreement which committee shall be composed only of Independent Directors.
All rights granted to Holders who are members of the Icahn Group under this Agreement shall terminate on the earlier to occur of (a) the six-month anniversary of the date that the number of Common Shares beneficially owned by the Icahn Group represents less than five percent (5%) of the outstanding Common Shares, and (b) the end of the Board Representation Period (as defined in the Icahn Nomination and Standstill Agreement) of the Icahn Group.
During any Director Representation Period in which two Investor Nominees shall serve as directors, one such Nominee shall be a member of the Executive Committee and the other shall be a member of the Audit Committee; provided, if only one such Nominee shall serve as a director, such Nominee shall serve as a member of the Executive Committee.
The Board shall take all such actions necessary during the Representation Period to ensure that the size of the Board is large enough to accommodate the Designated Nominee’s election to the Board as a director of the Company.