Board Composition and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, the Urvan Group shall irrevocably withdraw (i) the notice of stockholder nomination, submitted to the Company on August 25, 2022 (the “Notice”) and (ii) the demand to inspect books and records, pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”), submitted to the Company on August 31, 2022.
Board Composition and Related Matters. (a) The Board of Directors has resolved that, effective as of the Effective Time (for all purposes of this Section 18, as defined in the Agreement and Plan of Merger, dated as of December 9, 2019, by and between the Corporation and Texas Capital Bancshares, Inc. (“TCBI”), as the same may be amended from time to time (the “Merger Agreement”)), (i) Xx. Xxxxx X. Brooks shall continue to serve as Chairman of the Board of Directors and President and Chief Executive Officer of the Corporation and of the Corporation’s wholly owned subsidiary, Texas Capital Bank (formerly Independent Bank) (the “Bank”), (ii) Xx. Xxxxx X. Helm shall serve as lead independent director of the Board of Directors of the Corporation and (iii) Mr. C. Xxxxx Xxxxxxx shall serve as strategic consultant to the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and the Bank. The Corporation may enter into or amend appropriate agreements or arrangements with Xx. Xxxxxx and Xx. Xxxxxxx in connection with the subject matter of this Article III, Section 18(a).
Board Composition and Related Matters. (a) The Board shall, as promptly as practicable following the Special Meeting of Stockholders currently scheduled for June 9, 2023 (the “Special Meeting”), increase the size of the Board only to the extent necessary to create newly vacant director seats to enable the appointment of the New Independent Directors (as defined below, and such increase, the “Board Size Increase”); provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, implement the Board Size Increase.
Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld).
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, (i) director Kxxxx X. Xxxxxxxx (“Mx. Xxxxxxxx”) shall tender his resignation from the Board, effective January 1, 2021, (ii) the Board shall appoint the Investor Representative to fill the vacancy resulting from Mx. Xxxxxxxx’x resignation, effective January 1, 2021, (iii) the Board shall not nominate Vice Chairman of the Board Dxxxxx X. Xxxxxxxx to stand for re-election at the Annual Meeting to be held in 2021 (the “2021 Annual Meeting”), shall not include Mx. Xxxxxxxx in its proxy statement and proxy card as a director nominee at the 2021 Annual Meeting, and shall not recommend or solicit proxies in favor of the re-election of Mx. Xxxxxxxx at the 2021 Annual Meeting, and (iv) if Cxxxxxx X. Xxxxxxxx (“Mx. Xxxxxxxx”) is re-elected to the Board at the 2021 Annual Meeting, the Board shall elect Mx. Xxxxxxxx as Chairman of the Board promptly following the 2021 Annual Meeting. The Board represents and warrants that Mx. Xxxxxxxx has consented to serve as Chairman of the Board upon his election. In the event Mx. Xxxxxxxx is not re-elected to the Board at the 2021 Annual Meeting, or is otherwise not serving as a member of the Board following the 2021 Annual Meeting, the Board will promptly appoint a Chairman of the Board and/or a Lead Independent Director from among the directors duly elected at the 2021 Annual Meeting, which director shall, in either case, qualify as an “independent director” pursuant to the listing rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”) as confirmed by the Company’s outside legal counsel. The Board represents and warrants that Bxxxx Xxxxxx shall not be elected to serve as Chairman of the Board or Lead Independent Director prior to the Termination Date.
Board Composition and Related Matters. (a) Promptly after execution of this Agreement, the Company agrees that the Board will appoint Xxxxxx Xxxx (“Xxxx”) to the Board to fill the current vacancy on the Board and include Xxxx in the Board’s slate of nominees for election as a member of the Board at the Company’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”) to serve in the class of directors with terms ending in 2012.
Board Composition and Related Matters. (a) AHP agrees that, upon execution of this Agreement, the AHP Board shall take the following actions:
Board Composition and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, Sachem Head shall irrevocably withdraw or cause the irrevocable withdrawal of (i) the notice of stockholder nomination, submitted to the Company on February 15, 2022 and (ii) the demand to inspect books and records, pursuant to Section 220 of the General Corporation Law of the State of Delaware, submitted to the Company on February 17, 2022. Sachem Head shall also commit not to submit any proxies that it has solicited in connection with the 2022 Annual Meeting.
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from five to six directors and appoint the Investor to the Board to fill the vacancy resulting from the increase in the size of the Board with a term expiring at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and until his successor is elected and qualified. In addition, the Board will include the Investor in the Board’s slate of directors for election to the Board at the 2023 Annual Meeting.
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Investors withdraw the Nomination Notice.
