Board Appointments Leadership Structure and Related Agreements Clause Samples

This clause defines how members of the board are appointed and outlines the leadership structure within an organization. It typically specifies the process for nominating and electing directors, the roles and responsibilities of key leadership positions such as the chairperson or CEO, and may reference any related agreements that govern these appointments. By establishing clear procedures and authority lines, the clause ensures orderly governance and helps prevent disputes over board composition and leadership roles.
Board Appointments Leadership Structure and Related Agreements. (a) Board Appointments (i) Prior to the execution of this Agreement, the Board and all applicable committees of the Board have taken all necessary actions (including by increasing the size of the Board) to appoint, and the Company hereby confirms that, effective on the date hereof, each of A. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (each, a “New Director” and collectively, the “New Directors”) have been appointed as, a director of the Company. The New Directors shall stand for reelection at the 2024 annual meeting of stockholders of the Company (the “2024 Annual Meeting”) together with the Company’s other director nominees. (ii) The Board will include each of the New Directors on the Company’s slate of directors for the 2024 Annual Meeting, and the Board will recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as for the Company’s other director nominees at the 2024 Annual Meeting, subject in each case to the good faith exercise of the Board’s fiduciary duties after consultation with outside legal counsel. (iii) The Board shall, subject to compliance with all applicable stock exchange rules, consider appropriate appointments for the New Directors to applicable Board committees as it would consider such appointments for other Board candidates, taking into account the composition of the Board, committee assignments and the needs and independence and eligibility requirements of the committees.
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Board Appointments Leadership Structure and Related Agreements 
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