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 ...
Board Nomination. So long as the Employee is the Executive Vice ---------------- President of the Company, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company.
Board Nomination. The Board shall appoint one individual nominated by a majority in interest of the holders of Preferred Shares, such nominee to be reasonably satisfactory to the Board, to serve as a member of the Board until the next annual meeting of stockholders of the Company. The Company shall enter a customary indemnification agreement in favor of such director and shall maintain at all times directors liability insurance in form and amount reasonably satisfactory to such director.
Board Nomination. The Company agrees:
Board Nomination. (a) The Company agrees to appoint Xxxxxxx X. Xxxxxxxxx to the Board of Directors as the initial Purchaser Designee effective as of the Closing by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Atairos Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time); provided that during the Standstill Period, the Purchaser shall nominate Xxxxxxx X. Xxxxxxxxx as the Purchaser Designee for so long as such individual serves and is capable of serving as the Chairman and Chief Executive Officer of Atairos Management on a substantially full-time basis. Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors under this Section 4.07(a) from and after such time as the Atairos Group collectively Beneficially Owns less than the greater of (i) 66.7% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, combination, recapitalization or similar event with respect to the Company Common Stock, and excluding from the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) and (ii) 4% of the number of shares of Company Common Stock then outstanding, assuming issuance upon conversion of the Notes Beneficially Owned by the Atairos Group of the shares of Company Common Stock Beneficially Owned by the Atairos Group at such time (and, for the avoidance of doubt, including in the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason...
Board Nomination. So long as the Employee is the Chairman of the Board, ---------------- President and Chief Executive Officer of the Company, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company.
Board Nomination. At any time that the Investor is not entitled to elect two Preferred Directors in accordance with Section 9(b) of the Certificate of Designations, but the Investor Beneficially Owns shares of Common Stock and/or Shares representing in the aggregate 5% or more of the Total Voting Power of the Company, then the Company agrees that it shall:
Board Nomination. (a) The Company agrees (i) to add the ValueAct Designee to the Board contemporaneously with the execution of this Agreement by increasing the size of the Board to thirteen (13) members and filling the vacancy thereby created with the ValueAct Designee and (ii) to appoint the ValueAct Designee to serve as a member of the Executive Compensation Committee of the Board and other Committees of the Board as agreed by the Board and the ValueAct Designee.
Board Nomination. (a) Simultaneously with the execution of this Agreement, the Company shall appoint the Potomac Designees to the Board, by increasing the size of the Board to nine (9) members and filling the vacancy thereby created with the Potomac Designees.
Board Nomination. The Company shall use its commercially reasonable best efforts to cause Executive to be appointed to serve on the Board effective January 1, 2010 and to be nominated to serve for an additional term at the expiration of his initial Board term (and each subsequent expiration of the Board term thereafter) for the remainder of the Employment Period; provided, however, Executive agrees that if his employment terminates as co-Chief Executive Officer and he does not then remain as or become sole Chief Executive Officer upon such termination, he will resign from his position on the Board co-terminous with his termination unless otherwise mutually agreed with the Board.
