New sedar docs - Appian agreement Skimmed through the Appian financing agreement that was posted on Sedar ystrdy. It looks like Appian is forcing Harte to enhance their mgmt team as part of the deal... that was biggest thing I noticed, but again only skimmed through the 85 page doc!
I actually support this idea, we all have to remember that appian is by far our largest shareholder and is highly incentivized for their equity investment to be profitable - which I believe as R67 pointed out they are in it at around .40 avg:
The Company shall prepare and present to the Board, within two (2) weeks from the date hereof, a detailed plan to bolster the Company’s management. Such plan shall specify a number of changes to the Company’s management, including for the positions of (i) President, (ii) Chief Financial Officer, (iii) Chief Operating Officer, and any other functional roles at the Company, in each case as determined in good faith consultation with the Investor. Such plan shall be subject to the approval of Stephen Roman and Michael Scherb, as directors of the Company, prior to submission of the plan to the full Board for its approval. Following the approval of such plan by the Board, the Company shall promptly initiate a search process with an executive search firm to identify appropriate candidates for each of the aforementioned management positions and, within two (2) weeks of such executive search firm presenting a short list of candidates for a particular position and subject to the approval of Stephen Roman and Michael Scherb, as directors of the Company, to use reasonable efforts to meet with such candidates. The Company will report to the Board within thirty (30) days of the date the executive search firm presents the short list of candidates on individual candidates that have been approved by Stephen Roman and Michael Scherb, as directors of the Company, for the full Board’s consideration. The Company shall use reasonable efforts to recruit and appoint a suitable qualified candidate for each such position within three (3) months from the date hereof. Selection and appointment of the candidates will be subject to the approval of Stephen Roman and Michael Scherb, as directors of the Company, prior to submission to the full Board for its approval. Once a new President has been appointed, an existing director (who is not an Investor Nominee) will resign to create a vacancy on the Board and the new President shall be appointed to fill such vacancy and to serve
40
(p)
(q)
4.5
(a)
(n)
(o)
as one of the seven (7) members of the Board for a term expiring not earlier than the Company’s next annual meeting of Shareholders at which directors of the Company are to be elected, provided that such person shall be nominated as a director at each such meeting of Shareholders for so long as such person is President and provided further that such person consents in writing to serve as a director of the Company and is eligible under the Act and applicable TSX rules and regulations to serve as a director.
Harte’s Chief Financial Officer will announce his retirement once a suitable qualified candidate for Chief Financial Officer has been recruited in accordance with paragraph (m) above but in any event with an effective date no later than December 31, 2019 and, subject to approval of the Board, may remain as a Senior Advisor to the Company. The Company and the Investor may agree to extend such effective date in the event that a suitable qualified candidate is not identified or is not available to commence employment prior to December 31, 2019.
If at least two of the positions of (i) President, (ii) Chief Financial Officer, or (iii) Chief Operating Officer are not filled, or if at least two of the other positions specifically identified by the Investor in the plan referred to in paragraph (m) above are not filled, or a committed bona fide effort by the Company to satisfy paragraph (m) above is not demonstrated, within six (6) months from the date hereof, or if paragraph (n) above is not satisfied, the Investor’s standstill obligations in Article 5 shall cease to apply. In addition, if at least two of the positions of (i) President, (ii) Chief Financial Officer, or (iii) Chief Operating Officer, or if at least two of the other positions specifically identified by the Investor in the plan referred to in paragraph (m) above are not filled, or a committed bona fide effort by the Company to satisfy paragraph (m) above is not demonstrated, within twelve (12) months from the date hereof, (i) subject to the approval of the TSX, the New Warrants shall be repriced at the “market price” of the Common Shares (being VWAP on the TSX for the five trading days immediately preceding the end of such twelve (12) month period) if such “market price” is less than Cdn$0.27, and (ii) subject to the approval of the TSX, the Existing Warrants shall be repriced at the lower of Cdn$0.27 and the price determined in accordance with subparagraph (i).
Upon appointment of the new President, the Company agrees, subject to Board approval, to move its head office to a new location to be agreed in consultation with the new President and the Investor. For the avoidance of doubt the new location will be in the downtown financial district of Toronto.