Additional Director. A-1.2 The Employer may employ bona fide teams of more than one (1) Director where the second Director is employed:
Additional Director. 18.1 So long as the Investors and their controlled affiliates beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold, the Investors will have the right, at any time on or after the First Closing Date, to direct the Company to appoint one person (the “Sarissa Designee”) to the Board of Directors (the “Board”) of the Company reasonably acceptable to the Board, it being understood and agreed that upon the exercise by the Investors of the right to appoint the Sarissa Designee, such Sarissa Designee shall be placed in the class of directors chosen by the Investors (so long as the Company maintains a staggered Board). Upon the exercise by the Investors of their rights set forth in this Section 18, the Company shall promptly thereafter expand the size of the Board by one seat and appoint the Sarissa Designee to fill the resulting vacancy. If, at any time following the appointment of any Sarissa Designee to the Board, such Sarissa Designee shall resign therefrom or be unable to serve on the Board, then the Investors, so long as they and their controlled affiliates beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold shall have the right to designate a replacement therefor and promptly following such designation, the Company shall cause such person to become a member of the Board as the Sarissa Designee. For purposes hereof, the “Ownership Threshold” will be deemed satisfied so long as the Investors and their controlled affiliates beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) have been converted into Common Stock) at least 4,635,878 shares of Common Stock (which amount shall be subject to adjustment for stock splits, combinations or similar actions).
18.2 The Sarissa Designee agrees to submit (to the extent not already submitte...
Additional Director. On all matters relating to the election of members of the Board other than the Senior Preferred Directors, the Common Director and the Independent Directors, the Investors agree to Vote all of their respective Voting Securities so as to elect one (1) director designated by the Requisite Majority (the “Additional Director”), who shall initially be Xxxx Xxxxxxx. The obligation to Vote shares in accordance with this Section 4 shall be specifically applicable to and enforceable against any transferees of the parties hereto.
Additional Director. Upon SCOA's exercise of so much of the SCOA Warrant so that SCOA will have acquired not less than 1,500,000 shares of Common Stock in accordance with the provisions of this Agreement and the Warrant Agreement and for so long as the Marketing Agreement is in effect, SCOA shall have the right, but not the obligation, to nominate one additional candidate for appointment and election to DRC's Board of Directors. DRC agrees to nominate as a director and shall use its best efforts (including recommending the election of such additional nominee to DRC's stockholders) to cause SCOA's additional nominee to remain as a director of DRC by SCOA. It is understood and agreed that SCOA shall be entitled to a maximum of two (2) directors to be appointed by DRC to its Board of Directors under this Paragraph 6.3.
Additional Director. (a) The Nominating and Governance Committee and the Barington Group shall work in good faith to identify a mutually acceptable candidate to serve as a director on the Board (the “New Director”) within ninety (90) days of the date hereof. The New Director shall qualify as an Independent Director. For purposes of this Agreement, an “Independent Director” is a director that qualifies as “independent” under the listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC. In addition, the New Director shall be an individual that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company.
Additional Director. At the Effective Time, Xxxxxxx X. Xxxx shall be appointed to the Board of Directors of Northfield Bancorp and Northfield Bank. Xx. Xxxx shall be appointed to initial terms of office that expire at the 2018 annual meetings of stockholders of Northfield Bancorp and Northfield Bank, respectively.
Additional Director. Northwest Bancshares and Northwest Bank will take such corporate actions as necessary so that effective immediately after the Closing Date, one individual who is a director of MutualFirst Financial (as of the date hereof and as of the Effective Time) and who is designated by Northwest Bancshares and Northwest Bank, in consultation with MutualFirst Financial, will be appointed and elected to the Northwest Bancshares and Northwest Bank Boards of Directors.
Additional Director. Subject to the director nomination process of the Nominating/Corporate Governance Committee, MainSource and MainSource Bank shall appoint one individual who is a director of Cheviot Financial (as of the date hereof and as of the Effective Time) and who is designated by MainSource and MainSource Bank, in consultation with Cheviot Financial, as a member of the MainSource and MainSource Bank Boards of Directors, to be effective immediately after the Closing Date. MainSource and MainSource Bank shall commence such process promptly following the execution of this Agreement and shall conclude such process prior to the Closing.
Additional Director. Notwithstanding the provisions of Section 1.2 above, in the event that Persons other than the holders of class 5 “Noteholder Claims” under the Plan, other Investors, and their respective Affiliates (together, the “Noteholders”) collectively own 20% or more of the outstanding Common Stock on the Effective Date, then the size of the Board shall be increased to six (6) persons and the holders of a majority of the Common Stock held by Persons other than the Noteholders shall be entitled to designate one (1) director to serve on the Board.
Additional Director. 135 26 Casual vacancy ....... ..... ..... 136 26 Directors may act notwithstanding vacancy ....... ..... ..... 137 26 Office of Directors becoming vacant ....... ..... ..... 138 27 Period from which disqualification to take effect ....... ..... ..... 138 27 Disclosure of interest by Director ....... ..... ..... 139 27 Interested Director not to participate or vote in Board Meetings ....... ..... ..... 140 28 Directors may be Directors of companies promoted by the Company ....... ..... ..... 141 29 Disclosures by Director on appointment ....... ..... ..... 141 29 Register of Directors, etc. ....... ..... ..... 141 29 Director to give notice of his shareholdings ....... ..... ..... 141 29 Disclosure by Director of interest in any other company, etc. ....... ..... ..... 141 29 ROTATION OF DIRECTORS Directors to retire annually how determined ....... ..... ..... 142 29 Which Directors to retire ....... ..... ..... 143 29 Re-election ....... ..... ..... 144 29 Company to fill up vacancy ....... ..... ..... 145 29 Retiring Directors to remain in office till successors appointed ....... ..... ..... 146 29 Appointment of Directors to be voted on individually ....... ..... ..... 147 29 Company may increase or reduce the number of Directors ....... ..... ..... 148 30 Right of persons other than retiring Directors to stand for Directorship ....... ..... ..... 149 30 Removal of Directors ....... ..... ..... 150 30 CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR - MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
