Additional Designee definition
Examples of Additional Designee in a sentence
In the event an Additional Designee ceases for any reason to serve in such capacity to perform their applicable Additional Corporate Services, SP Corporate has a right, but not an obligation, to propose another person to serve is such capacity to perform the applicable Additional Corporate Services.
Each Additional Designee shall devote such time and effort as is reasonably necessary to fulfill the statutory and fiduciary duties applicable in their performance of the Additional Corporate Services until such time as such Additional Designee is instructed or removed by the Board or the resignation of such Additional Designee in such capacity to perform their applicable Additional Corporate Services or his or her death.
This Agreement shall apply in all material respects to any successor to an Additional Designee who performs their applicable Additional Corporate Services in accordance with this Agreement and the term Additional Designee used herein shall apply to any such successor.
The Additional Designee must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange.
So long as the New Nominee or the Additional Designee is a member of the Board, all Board consideration of Extraordinary Transactions will take place only at the full Board level or by a committee thereof of which the New Nominee and the Additional Designee (to the extent on the Board) is offered the opportunity to be a member thereof.
Should the Additional Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than due to the expiration of his or her term as a Class 2 director), for so long as the Sarissa Designee is a member of the Board, the Company shall cause to be added as a member of the Board a replacement (an “Additional Designee Replacement”) who is (i) selected by the Board and (ii) approved by the Sarissa Designee.
So long as the Sarissa Designee is a member of the Board, the Company shall notify the Sarissa Group in writing no less than 25 calendar days before the advance notice deadline set forth in the Company’s bylaws if the Sarissa Designee or the Additional Designee will not be nominated by the Company for election as a director at such meeting.
In addition, upon the request of the Sarissa Group following the appointment of the Additional Designee to the Board, the Company and the Sarissa Group hereby agree to promptly execute and deliver to the other a confidentiality agreement on terms substantially the same as the Confidentiality Agreement.
The Company will increase the size of the Board from nine to ten members to accommodate this appointment and will make this appointment as promptly as reasonably practicable following such person becoming an Additional Designee; provided that it is expected that the Additional Designee will be appointed to the Board promptly following the 2014 Annual Meeting.
During the term of this Agreement, SP Corporate shall provide to the Company the non-exclusive services of persons designated by SP Corporate and approved by the Committee to perform the Additional Corporate Services in accordance with the terms and provisions of this Agreement (each an “ Additional Designee ” and collectively, the “ Additional Designees ” and together with the CEO Designee and the CFO Designee, the “ Designated Persons ”).