Bank Board. (a) At any time when the GE Group shall beneficially own more than fifty percent (50%) of the outstanding shares of Company Common Stock, in connection with any election of members of the Bank Board, or in connection with any annual or special meeting of the stockholders of GECRB at which directors shall be elected, GECC shall have the right to designate two persons for appointment by the Company for election to the Bank Board (each person so appointed, a “GE Appointee”).
(b) To the extent that GECC is entitled to designate a GE Appointee under Section 8.5(a), then the Company shall provide GECC at least twenty (20) Business Days’ advance written notice of any annual or special meeting of the stockholders of GECRB at which directors shall be elected. Prior to such annual or special meeting, GECC shall provide written notice to the Company stating the name of such GE Appointee and the Company shall take all necessary action to cause such GE Appointee to be elected to the Bank Board.
(c) In the event that any GE Appointee elected to the Bank Board shall cease to serve as a director for any reason, the Company shall cause the vacancy resulting therefrom to be filled by the Bank Board with a substitute GE Appointee, as designated by GECC. For the avoidance of doubt, GECC shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 8.5, pursuant to a written notice delivered to the Company in accordance with Section 10.5.
Bank Board. For at least three years following Closing, TSFG shall cause each individual who is currently serving as a director of FLBK (other than the FLBK Director), if such persons are willing to so serve, to be elected or appointed as Mercantile Bank Board members and/or advisory board members.
Bank Board. At or prior to the time the BCM Nominee is elected as a director of the Company, the Company will cause the Bank to take all steps necessary (including increasing the size of its Board of Directors) to add, and shall add, the BCM Nominee to the Board of Directors of the Bank.
Bank Board. In the case of the Second Closing only, the Company’s Board of Directors shall have taken such actions as may be required to appoint the Manager Nominee to serve on the Board of Directors of Bank and any committees of the Boards of Directors of Company and Bank as may be requested by the Manager.
Bank Board. The Company and the Bank, as applicable, shall notify the Board Representative of all regular meetings and special meetings of the Board and Bank Board and of all regular and special meetings of any committee of the Board or Bank Board of which the Board Representative is a member. The Company and the Bank, as applicable, shall provide the Board Representative with copies of all notices, minutes, consents and other material that it provides to all other members of the Board and Bank Board concurrently as such materials are provided to the other members.
Bank Board. For at least three years following Closing, TSFG shall cause each individual who is currently serving as a director of CNBFB (other than the CNBFB Director), if such persons are willing to so serve, to be elected or appointed as Mercantile Bank Board members and/or advisory board members.
Bank Board. Each of the members of Rowan Bank's Board of Directors ---------- at the Effective Time shall continue to serve as a member of Rowan Bank's Board of Directors after the Effective Time notwithstanding, for a period of two years after the Effective Time, any mandatory retirement policy of FNB for its directors generally. Each person so appointed shall diligently discharge his or her duties as a board member and promote in good faith FNB's and Rowan Bank's best interests. For their services as board members or, at FNB's option following any merger of Rowan Bank with First National or other subsidiary of FNB, as members of a local advisory board to such subsidiary and FNB, each person so appointed who is not also an employee of Rowan Bank or FNB shall be compensated at the rate presently in effect as Previously Disclosed, including payment of health insurance premiums for Xxxxxx X. Xxxxxxx and his spouse at the rate presently in effect, for serving as a member of the Rowan Bank Board of Directors for a period of three years after the Effective Time provided that he or she remains a director of the board or an advisory director for FNB and provided further that he or she not be serving as a director or advisory director of another financial institution or financial institution holding company. Each such person's service as a director or an advisory director will be at FNB's pleasure and will be subject to FNB's normal policies and procedures regarding the appointment and service of directors to the boards of its subsidiaries; provided, however, that if any such person's service as a director or an advisory director is terminated by FNB, FNB shall continue to pay such person compensation for the balance of the three-year period after the Effective Time upon such termination. FNB shall have the right to appoint and elect two additional members to the Rowan Bank Board of Directors and Rowan shall cause Rowan Bank to take such actions as shall be required to increase the number of members of Rowan Bank's Board of Directors as may be necessary to permit such nominees to serve as directors.
Bank Board. The Company shall take all necessary actions during the Restricted Period to maintain the Xxxxx Trust Nominee or any Replacement Xxxxx Trust Nominee on both the Board and the Bank Board.
Bank Board. Except for those members appointed to the UCB Board pursuant to subparagraph (a) above, each of the members of Northwestern's Board of Directors at the Effective Time shall continue to serve as an advisory member of Catawba's Board of Directors after the Effective Time notwithstanding, for a period of twelve months after the Effective Time, any mandatory retirement policy of UCB for its directors generally. For their services as advisory board members each person so appointed shall be paid director's fees of $2,000 for the twelve month period and $100 for each board meeting attended and $50 for each committee meeting attended. After the initial twelve month period, should such individuals desire to continue to serve as advisory board members, they will be entitled to receive such advisory board fees as are then established by Catawba.
Bank Board. By no later than the Company’s organizational meeting of Directors immediately following the conclusion of the 2022 Annual Meeting, the Company shall take all necessary actions to add the Xxxxx Trust Nominee to the Bank Board, and shall at all times during the Restricted Period maintain the Xxxxx Trust Nominee or any Replacement Xxxxx Trust Nominee on both the Board and the Bank Board.
