Examples of New Independent Director in a sentence
Each Investor-Appointed Director and New Independent Director shall be entitled to such compensation as is customarily paid by the Company to the Company's outside directors.
Immediately following the election of the New Independent Director to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint the New Independent Director to the Strategy Committee and the Audit Committee of the Board.
Without limiting the foregoing, the Board shall give the New Independent Director the same due consideration for membership to any committee of the Board, including any new committee(s) and subcommittee(s) that may be established, as any other independent director.
For the avoidance of doubt, the Nominating Committee shall determine whether any candidates for the New Independent Directors meet the Director Criteria or, regardless, are otherwise qualified to serve as a New Independent Director.
Any Independent Replacement Director designated pursuant to this Section 1(j)(B) replacing the First New Independent Director prior to the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting together with the Class III Incumbent Directors.
The Company shall recommend, support and solicit proxies for the election of the New Independent Director, in the same manner as it recommends, supports, and solicits proxies for the election of the Company’s other Class II director nominees up for election at the 2023 Annual Meeting.
The Company will recommend, support and solicit proxies for the election of the New Independent Director in the same manner as the Incumbent Class III Director at the 2017 Annual Meeting.
After the appointment of the First New Independent Director in accordance with this Section 1(a) and prior to the appointment of the Second New Independent Director (as defined below) in accordance with Section 1(b), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard.
Xxxxx from the Board and all applicable committees thereof, pursuant to the irrevocable resignation letter previously delivered to the Board in accordance with Section 1(k), and (B) appoint the first New Independent Director to such committees as the Board may determine.
Prior to the mailing of its definitive proxy statement for the 2016 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the First New Independent Director as a Class III director with a term expiring at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”).