Board Appointment. (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall prom...
Board Appointment. Concurrently with the inception of this Employment Agreement and thereafter, the Board shall appoint the Executive to the Board of Directors if Executive shall not already be a sitting member of the Board and wants to continue to serve as a Board Member. For a Term of five years and any partial term in addition to the full term(s) during those five years beginning with the Commencement Date established in “Recitals” to this Employment Agreement, the Executive will be recommended for continuous service on the Board by the Board and/or the Board’s Corporate Governance and Nominations Committee and shall be placed on the ballot and recommended for nomination to re-election by the Company’s stockholders consistent with and subject to the Company’s certificate of incorporation and By-laws, applicable law and rules of any stock exchange on which the Company’s shares are listed, and the Board of Directors shall consistently move to have Executive elected or appointed to the Board
Board Appointment. With respect to the First Tranche Closing, the authorized size of the Company’s board of directors shall have been set at a membership not exceeding nine (9) in number and Xxxxxx X. Xxxx shall have been appointed a director of the Company.
Board Appointment. In the event a Change of Control and a Next Equity Financing do not close as of the Company's termination of its engagement of Seahawk Capital Partners, Inc. (as such engagement is defined in the Term Sheet and as may be amended from time to time), the Company shall use its best efforts to cause Xxxxxxx Xxxxxxxx, or such other person as nominated by the Requisite Holders, to be appointed to the Company's Board of Directors.
Board Appointment. (i) Promptly following the execution of this Agreement, the Company shall take all necessary actions to appoint Xxxx Xxxxx and Xxxx Xxxxxx (each, a “New Director” and, collectively, the “New Directors”) as directors of the Company, in each case, effective as of March 1, 2023.
Board Appointment. Subject to Section 5.1(a) herein, the Purchaser shall have received the requisite resolutions and other documentation effecting the appointment of the Purchaser’s designees to the Board of Directors as contemplated by Section 5.1(a).
Board Appointment. On the Start Date the Board shall appoint Executive as a director of the Company and the Board shall nominate Executive for re-election to the Board at each meeting of shareholders at which directors will be elected during the Term. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of the Company. If during the Term Executive ceases to be a director of the Company for any reason, Executive’s employment with the Company will continue (unless terminated in accordance with Section 6) and all terms of this Agreement (other than those relating to Executive’s position as a director of the Company) will continue in full force and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of the Company. Executive further agrees that Executive will not resign as a director of the Company without the prior written consent of the Board and if Executive so resigns or if Executive is disqualified from acting as a director of the Company, then the Company may at its discretion terminate Executive’s employment under this Agreement for Cause (as defined in Section 6.D.).
Board Appointment. On and after the Closing, Xxxxx shall have the right to select a designee to be elected to the Board (the “Xxxxx Designee”), who shall initially be Xxxxxxxx Xxxxxxxxxx. Any such designee must meet the qualifications for director set forth in the Company’s organizational documents and corporate governance policies, and must be willing to serve and to comply with Applicable Law and stock exchange rules, including filing any necessary or advisable reports with, or otherwise submitting any necessary or advisable information to, the SEC. The Company shall take all such steps as are necessary, subject to Applicable Law, to cause the election of the Xxxxx Designee to the Board as a Class II director promptly following the Closing, including increasing the number of directors constituting the Board to ten (10). Thereafter, upon request from Xxxxx and subject to Applicable Law, shall include the Xxxxx Designee for so long as such individual continues to meet the foregoing requirements, as a Class II Board nominee (or such other class as the Board may so determine) in proxy materials soliciting stockholder votes in the election of members of Class II (or such other class as the Board may so determine) of the Board at any annual meeting or special meeting at which such Class II directors are to be elected, and shall recommend to the Company’s stockholders the election of the Xxxxx Designee. Subject to the foregoing, the director nominees to be presented to the stockholders at any annual or special meeting called for the purpose of electing directors shall be selected by the nominating committee of the Board (it being understood and agreed that the nominating committee shall be comprised at all times of a majority of independent Directors).
Board Appointment. (i) Immediately following the execution of this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxxx Xxxxxxxxxxx (the “New Director”) (x) as a director of the Company and (y) to each of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Human Resources Committee of the Board. Concurrent with his appointment to the Board, the New Director shall have executed and delivered an irrevocable letter of resignation in the form attached hereto as Exhibit A (the “Irrevocable Letter of Resignation”).
Board Appointment. At the General Meeting seeking shareholder approval for the Strategic Investment, the Company will also seek shareholder approval for the appointment of Mr Xxxxxx Xxxxx to the Board of the Company as a Non- Executive Director. Xx Xxxxx will be appointed to the Board of Canyon as a nominee of EEA. Xx Xxxxx manages a Monetary Authority of a Singapore registered family office, with high- growth/investment holdings across the mineral and biotech industries. Within the mining sector, these investments encompass base and precious metals, coloured gemstones, and the broader Electric Vehicle (EV) supply chain, including a major holding in Canyon through EEA. Xx Xxxxx has over 25 years’ experience in international trade and is a qualified Chartered Accountant. He holds a Bachelor of Commerce Degree from the University of Delhi. On and from the date on which the Placement Shares and New Options are issued, EEA will be entitled to nominate two additional directors to the Board of the Company. In addition, on and from completion of the Strategic Investment and for so long as EEA has a relevant interest in at least 10% of the total issued shares of the Company, EEA will be entitled to nominate one additional Director to the Board of Canyon (if a replacement for Xx Xxxxx is required at any time).
