Actions to be Taken In the event that (i) the holders of a majority of the shares of Common Stock then issuable or issued upon conversion of the shares of Preferred Stock voting together as a single class (the “Selling Investors”), and (ii) the Board of Directors, approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3 below, each Stockholder and the Company hereby agrees:
(a) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment or restatement to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale of the Company;
(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.3 below, on the same terms and conditions as the Selling Investors;
(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;
(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;
(e) (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, or (ii); asserting any claim or commencing any suit (x) challenging the Sale of the Company or this Agreement, or (y) alleging a breach of any fiduciary duty of the Selling Investors or any affiliate or associate thereof or the Board (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Sale of the Company, or the consummation of the transactions contemplated thereby;
(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and
(g) in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its service as the Stockholder Representative, absent fraud, bad faith, or willful misconduct and (z) execute and deliver any power-of-attorney or other documentation reasonably requested by the Stockholder Representative.
Interview Questions Explanation Why do you want to be a Board member? What specific skills would you bring to the Board? Please give specific examples of your ability in interpersonal relationships and teamwork. What do you see as the role of a Board member? What have you done to prepare yourself for the challenges of being a Board member? Interview questions are at the Board's sole discretion. This list is not exhaustive, but it may help the Board tailor its questions toward finding a candidate who will approach Board membership with a clear understanding of its demands and expectations along with a constructive attitude toward the challenge. The Board may also want to consider allowing an equal amount of time for each interview. Please describe your previous community or non-profit experiences. What areas in the district would you like to see the Board strengthen? See IASB's Recruiting School Board Candidates, available at: ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇ A prospective candidate to fill a vacancy may raise other specific issues that the Board will want to cover during an interview. What is your availability to meet the time, training commitments, and other responsibilities required for Board membership? Describe what legacy you would like to leave behind. In each interview, the Board President will: Introduce Board members to the candidate at the beginning of the interview. Describe the Board's interview process, selection process, and ask the candidate if he or she has questions about the Board's process for filling a vacancy by appointment. Describe the District's philosophy or mission statement. Describe the vacancy for the candidate by reviewing the: (1) qualifications, and (2) general duties and responsibilities of the Board and the Board members, including fiduciary responsibilities, conflict of interest, ethics and gift ban, and general Board member development. Begin asking the interview questions that the Board developed. Ask the candidate whether he or she has any questions for the Board. Thank the candidate and inform the candidate when the Board expects to make a decision and how the candidate will be contacted regarding the Board's decision. The Board President will lead the Board as it interviews prospective candidates. See Board policy 2:110, Qualifications, Term, and Duties of Board Officers. The president presides at all meetings. 105 ILCS 5/10-13. The Board may also want to consider allowing an equal amount of time for each interview. Fill vacancy by a vote during an open meeting of the Board before the 60th day (105 ILCS 5/10-10, amended by P.A. 101-67, eff. 1-1-20). Announcement Explanation The Board appointed [appointee's name] to fill the vacancy on the Board. The appointment will be from [date] to [date]. The Board previously established qualifications for the appointee in a careful and thoughtful manner. [Appointee's name] meets these qualifications and has demonstrated the willingness to accept the duties and responsibilities of a Board member. [Appointee's name] brings a clear understanding of the demands and expectations of being a Board member along with a constructive attitude toward the challenge. The contents of the appointment announcement and length of time it is displayed are at the Board's sole discretion. The Board may want to consider announcing the appointment during its meeting and also by posting it in the same places that it posted the vacancy announcement. See Board policy 8:10, Connection with the Community. See Board policy 2:80, Board Member Oath and Conduct. Each individual, before taking his or her seat on the Board, must take an oath in substantially the form given in 105 ILCS 5/10-16.5. See Board policy 2:120, Board Member Development, and 2:120-E, Guidelines for Serving as a Mentor to a NewSchool Board Member. Orientation assists new Board members to learn, understand, and practice effective governance principles. See the IASB Foundational Principles of Effective Governance, available at: ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇.▇▇▇. DATED : December 16, 2019