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. (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.
(ii) Concurrent with each New Director’s appointment to the Board, each of the New Directors will execute and deliver an irrevocable letter of resignation in the form attached hereto as Exhibit A (the “Irrevocable Letter of Resignation”). In the event the Atlas Group becomes aware that it fails to maintain the 10% Ownership Level at any time after the date of this Agreement, if there are two New Directors then serving on the Board, then the Atlas Group shall, within two Business Days, designate in writing to the Company one New Director to immediately resign from the Board and whose Irrevocable Letter of Resignation shall immediately become effective such that there is only one remaining New Director on the Board. In the event the Atlas Group becomes aware that it fails to maintain the 5% Ownership Threshold at any time after the date of this Agreement, the remaining New Director’s Irrevocable Letter of Resignation shall immediately become effective such that neither New Director will continue to serve on the Board.
(iii) Effective upon each New Director’s appointment to the Board, or as promptly as practicable thereafter, the Company shall cause one of the New Directors to be appointed to two standing committees of the Board and the other New Director to be appointed to one standing committee of the Board; provided, however, at least one of the New Directors will be appointed to the Management Development and Compensation Committee and at least one of the New Directors will be appointed to the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). During the Cooperation Period, the Company agrees that the Board will not establish or maintain any new committee without at least one New Director being appointed as a member of such committee; provided, however, that neither the Company nor the Board shall be required to appoint any of the New Directors to any special committee of the Board formed solely for the purposes of addressing matters relating to the Atlas Group. The Company represents and warrants that, as of the date of this Agreement, the only committees of the Board are the Audit Committee, the Management Development and Compensation Committee...
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) Immediately following the execution of this Agreement, the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxx Xxxxxx (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 Compensation Committee of the Board. Concurrent with his appointment to the Board, Xx. Xxxxxx has executed and delivered an irrevocable letter of resignation in the form attached hereto as Exhibit A (the “Irrevocable Letter of Resignation”).
(ii) At all times while serving as a member of the Board (and as a condition to such service), the New Director shall comply with all policies, codes and guidelines applicable to Board members generally, including the Company’s Code of Business Conduct and Ethics.
Board Appointment. NSE shall have appointed a person designated by MHR (who is currently contemplated to be H.
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. 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. (i) Following the execution of this Agreement and prior to the Closing Date, but conditional and effective upon the Closing Date, the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxx X. Xxxxxxx (the “New Director”) as a director of the Company. Xx. Xxxxxxx shall serve as Class III director for a term expiring at the Company’s 2021 annual meeting of stockholders, and until his successor is elected and qualified, or until such director’s earlier resignation, removal or death. Following the execution of this Agreement and prior to the Closing Date, one of the current members of the Board will resign, conditional and effective upon the Closing Date, and Xx. Xxxxxxx will fill the vacancy created by such resignation. The size of the Board shall not exceed nine (9) directors during the Cooperation Period (as defined below) unless at least two-thirds of the members of the Board approve an increase in the size of the Board.
(ii) The Parties acknowledge that, at all times while serving as a member of the Board (and as a condition to such service), the New Director shall be subject to all policies, codes, guidelines and reasonable requests applicable to Board members generally, each as may be amended from time to time, including the Company’s Code of Conduct, and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation, fees and reimbursement of expenses, as are applicable to all non-employee directors of the Company.
(iii) Subject to any applicable corporate governance documents of the Company and applicable stock exchange rules, concurrently with the New Director’s appointment to the Board, Xx. Xxxxxxx shall be appointed to the Nominating and Corporate Governance Committee of the Board and, the Company agrees to maintain such committee appointment during the term of this Agreement, as long as such New Director (or, as applicable, their Replacement Designee (as defined below)) continues to serve on the Board.
(iv) During the Cooperation Period, as long as the New Company Investor owns at least 66% of the Company’s Voting Securities owned by the New Company Investor as of the Closing Date (and subject to adjustment for stock splits, reclassifications, combinations, buybacks or similar transactions) and in the event that the New Director (or any Replacement Designee (as defined below), as applicable) becomes unwilling or unable to serve as a director and ceases to be a direc...
