Board of Directors Matters. (a) The Investors and the Company hereby acknowledge and agree that:
Board of Directors Matters. (a) On or before the Closing Date, the Company shall take such action as is necessary to cause the size of its Board of Directors to consist of seven directors, of which four shall be designees of Investor, one shall be a designee of Axess, one shall be independent of Investor and Axess and one shall be the Chief Executive Officer of the Company; each of such individuals shall be designated in writing to the Company within three business days prior to the Closing and their election to the Board of Directors to be effective as of the Closing Date. During such time after the Closing as Investor and its affiliates shall continue to own in the aggregate not less than 50% of its and their Initial Threshold Amount, the Company will support the nomination of, and the Company's nominating committee (or other board committee exercising a similar function) shall recommend to the Board of Directors, and the Board of Directors will use its good faith efforts to ensure, that the slate of nominees recommended by the Board of Directors to stockholders for election as directors at each annual meeting of stockholders of the Company, commencing with the first annual meeting of stockholders after the date of this Agreement, includes at least the number of designees of Investor equal to the number of directors that would constitute a majority of such board following such election. In the event any designee of Investor hereunder shall cease to serve as a director for any reason, the Board of Directors shall fill the vacancy resulting thereby with a person designated by Investor. Any nominee or designee to the Board of Directors of Investor or the Company shall be reasonably satisfactory to the other party, and each party shall afford the other a reasonable opportunity to review and comment upon the qualifications of any such nominee or designee prior to recommending such nominee or designee for election to the Board of Directors. During such time as Investor is entitled to have designees on the Board of Directors, the Investor shall also be entitled to have a designee serve on each committee of the Board of Directors, including any special committee, and the Company agrees to cause such designee to be so appointed; provided, however, that if such designee would not be considered "independent" or "disinterested" or the equivalent (i) for purposes of any applicable rule of The Nasdaq Stock Market, Inc. or any provision of the U.S. federal securities laws (and the rules and regul...
Board of Directors Matters. (a) In accordance with Article VII, Section 4 of the charter of the Company, the Company shall nominate persons designated by the Advisor as candidates for election as directors at any stockholders meeting at which directors are to be elected such that the Advisor designees constitute as nearly as possible 29% of the Board of Directors, in all cases rounding to the next larger whole number, for so long as this Amended Agreement is in effect.
Board of Directors Matters. For so long as MPM Capital shall own Registrable Securities representing not less than 10% of the total shares of Common Stock then outstanding:
Board of Directors Matters. Upon the Investor and its Affiliates in the aggregate ceasing to hold at least 3% of (i) the outstanding shares of Common Stock and (ii) any equity securities of the Company issued or issuable directly or indirectly with respect to the foregoing securities referred to in clause (i) immediately above by way of stock dividend or stock split or in connection with a combination or exchange of shares, recapitalization, merger, consolidation or other reorganization, any individual nominated to the Board by the Investor shall promptly tender his or her resignation to the Board and, unless a majority of the Board affirmatively votes not to accept such director’s resignation, such director shall no longer remain a director of the Company.
Board of Directors Matters. Unless otherwise agreed by a majority of the members of the Board of Directors, including a majority of the Series A Directors, meetings of the Board of Directors shall be held at least bimonthly. The Company shall reimburse all members of the Board of Directors for all reasonable travel expenses incurred by them in connection with the attendance of meetings of the Board of Directors.
Board of Directors Matters. The Company shall reimburse the nonemployee Directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors or any committee thereof.
Board of Directors Matters. (a) The Board agrees to nominate Xxxxxx X. Xxxxxxxxxx as part of the management’s slate of nominees for election to the Board at the Special Meeting and at any subsequent meeting of stockholders at which directors are to be elected prior to the 2009 Annual Meeting (each such meeting, a “Subsequent Meeting”).
Board of Directors Matters. Section 4(o) of the Agreement is hereby amended in its entirety to read as follows:
Board of Directors Matters. The Company shall (i) increase the size of the Board to eight effective no later than the Closing, shall (ii) appoint Xxxxxx Xxxxxxxx as a member of the Board effective immediately after the Closing to serve as one of the Series A Directors, and shall (iii) take all action reasonably available to it to appoint the Additional Director (as defined below) as a member of the Board effective immediately after the issuance of Series A-1 Conversion Stock to serve as the other Series A Director. For purposes of the preceding sentence, the "ADDITIONAL DIRECTOR" means a person nominated by the holders of a majority of the then outstanding shares of Series A Preferred Stock, the name of which nominee shall be conveyed by such holders to the Company. The Company agrees to appoint Xxxxxx Xxxxxxxx to the Board committee(s) responsible for searching for and recommending candidates for executive management positions and approving compensation of executive officers. The Company also agrees to place either or both Series A Directors, upon their request, on the audit, compensation and other committees, if such Series A Directors are qualified to serve on such committees under applicable Nasdaq rules. The Company shall enter into an indemnification agreement reasonably acceptable to the Purchasers with each Series A Director.
