Appointment to Board of Directors. Upon the effective employment date of this agreement, employee shall be immediately appointed to the Board of Directors of the employer.
Appointment to Board of Directors. Employee was appointed to the Board of Directors in September 1998 and is entitled to receive the prorated portion of the $10,000 annual director compensation.
Appointment to Board of Directors. Employer hereby agrees that Employee shall remain a member of the Board of Directors of Employer for so long as Employee is elected to a position on the board by the shareholders of Employer, or until this agreement has been terminated. During the period of Employee’s election to the Board of Directors, Employee shall serve as a member of any and all committees to which he is appointed, except the audit committee. Employee also hereby agrees to accept appointment to other boards of directors and committees of subsidiary and related organizations of Employer. Employee shall fulfill all of Employee’s duties as a board and committee member without additional compensation. Upon the termination of this Agreement by either Employee or Employer, Employee agrees to immediately resign from the Board of Directors, from all committees and from all corporate offices of Employer and from all of Employer’s subsidiaries and related companies; further, all fringe benefits, such as insurance, shall be terminated on the last day of service of Employee, unless otherwise mandated by the terms of this Agreement, Employer’s personnel policy, or any other benefit policies in effect at the time of such termination.
Appointment to Board of Directors. Executive shall be appointed to the Board of Directors of IGSM upon the Effective Date.
Appointment to Board of Directors. Subject to the approval of the Board of Directors of Purchaser, which shall not be unreasonably withheld or delayed, Purchaser will cause Xxxx Xxxxx or his nominee to be elected to the Board of Directors of Purchaser on the Closing Date, or as soon as practicable thereafter. Purchaser agrees to use commercially reasonable efforts to cause Xxxx Xxxxx or his nominee to be re-elected to the Board of Directors of Purchaser until the earlier to occur of (i) the fifth anniversary of the Closing Date or (ii) the date on which Xxxx Xxxxx ceases to beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) a number of shares (including shares underlying the Warrant) equal to at least five percent (5.0%) of the outstanding HSI Common Stock.
Appointment to Board of Directors. As promptly as is reasonably possible following the Closing Date, the Company shall increase the size of its board of directors (the “Board”) by one and fill the vacancy with Xx. Xxxxxxx X. Xxxxxxxxx (the “Designated Director”). The Designated Director shall be in a class whose term ends in 2007. If Xx. Xxxxxxxxx (or any successor Designated Director) shall at any time cease to be affiliated with Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners II, L.P. (the “Specified Fund”), or shall cease to be able to serve on the Board by reason of his resignation, death, incapacity, disability, disqualification or removal, or as a result of a conflict of interest (but not as a result of the Designated Director’s failure to be re-elected by the stockholders of the Company), the Specified Fund shall be entitled to nominate a new individual (subject to the approval of the Board not to be unreasonably withheld) to serve as a member of the Board and the Company shall fill the vacancy created by such departed Designated Director with such nominated individual. Any such nominated individual that is elected to serve on the Board shall be deemed to be the Designated Director hereunder. For so long as the Specified Fund and/or its affiliates together hold at least 40% of the original principal amount of the Debentures issued on the Closing Date, the Specified Fund shall have the right to designate a Designated Director as provided in the third sentence of this Section 3(g), and the Board shall, consistent with the reasonable exercise of its fiduciary duties, recommend at each meeting of stockholders at which a Designated Director is to be elected to include a Designated Director in the Board’s slate of nominees for election to the Board or to fill a vacancy left by a departed Designated Director, in each case in order so that there may be a Designated Director, and shall not take any action which is inconsistent with making such recommendation. In the event that the stockholders do not elect a Designated Director at a meeting of stockholders at which such Designated Director is nominated for election, then the Specified Fund shall have the right to designate a new Designated Director as provided in the third sentence of this Section 3(g). If the Specified Fund and/or its affiliates together hold less than 40% of the original principal amount of the Debentures issued on the Closing Date, the Designated Director shall promptly upon request of the Company submit his or her resignation ...
Appointment to Board of Directors. At or prior to the Effective Time, Buyer shall appoint John T. Kernan to Buyer's Board of Directors as a Class I Director.
Appointment to Board of Directors. Purchaser will cause Xxxx Xxxxx to be elected to the Board of Directors of Purchaser on the Closing Date, or as soon as practicable thereafter. Purchaser agrees to use commercially reasonable efforts to cause Xxxx Xxxxx or his nominee, subject to the approval of the Board of Directors of Purchaser, which shall not be unreasonably withheld, to be re- elected to the Board of Directors of Purchaser until the earlier to occur of (i) the fifth anniversary of the Closing Date; (ii) the date on which Seller, Xxxx Xxxxx or another entity controlled directly or indirectly by Xxxx Xxxxx ceases to beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) a number of shares (including shares underlying the Warrant and the Additional Warrants, as defined herein) equal to at least five percent (5.0%) of the outstanding HSI Common Stock; provided however, that if Purchaser would be under no obligation to cause Xxxx Xxxxx or his nominee to be re-elected to the Board of Directors, and the Note has not been paid in full, Purchaser agrees to use commercially reasonable efforts to cause Xxxx Xxxxx or his nominee to be re-elected to the Board of Directors of Purchaser until the Note is repaid in full."
Appointment to Board of Directors. The Company, as the sole shareholder of Triple-C, shall take all action necessary to ensure that Executive is elected to serve as a member of the board of directors of Triple-C for so long as Company has any remaining unsatisfied obligations to Executive (or any other former Triple-C shareholder) under the Purchase Agreement (and the related RLD Purchase Note, the Repurchase Note and Pledge Agreement, as provided in the Purchase Agreement). Upon satisfaction of all obligations of Company to Executive (and such former shareholders), Executive shall no longer be entitled to be elected to the board of directors.
Appointment to Board of Directors. During the Executive’s employment by the Company, the Executive shall serve as a member of the Board of Directors of the Company.
