Board Composition and Related Matters Sample Clauses

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). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of 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 Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accord...

Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, Voce has terminated the Consent Solicitation and Proxy Solicitation and withdrawn the Requisition Notice and Notice of Proposals and submitted to the Company an executed letter to that effect in the form attached hereto as Exhibit A. (b) As soon as reasonably practicable after January 1, 2020, subject to the fulfillment of the conditions set forth in Section 1(f) of this Agreement, the Board shall appoint Xxxxx X. XxXxxx to the Board (the “First Independent Designee”) to fill the vacancy resulting from the upcoming retirement of Xxxx X. Xxxxxx from the Board. (c) Between the execution and delivery of this Agreement and the earlier of (i) the filing with the SEC of the Company’s definitive proxy statement for the 2020 annual general meeting of shareholders of the Company (the “2020 Annual General Meeting”) and (ii) February 14, 2020, (A) the Board shall select an additional Independent Director from a list of three director candidates to be provided by Voce to the Company no later than February 4, 2020, such candidates to be director nominees included in the Notice of Proposals as director candidate (the “Second Independent Designee” and, together with the First Independent Designee, the “Independent Designees”) and (B) Voce shall select an additional Independent Director as director candidate from a list of three to five director candidates to be provided by the Company to Voce in good faith no later than February 4, 2020 (together with the Independent Designees, the “New Directors”). If for any reason the conditions set forth in Section 1(f) are not met with respect to any candidate then the process in this provision shall be repeated until such candidate is found who meets those conditions. (d) Subject to the fulfillment of the conditions set forth in Section 1(f), the Company shall, with respect to the 2020 Annual General Meeting (i) include the New Directors as nominees for election to the Board in its proxy statement and proxy card, (ii) recommend to the shareholders of the Company the election of the New Directors to the Board, and (iii) solicit proxies in favor of the election of the New Directors to the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. (e) At the first regular meeting of the Board following the appointment of all of the New Directors, the Board shall take the necessary steps to appoint (i) the F...

Board Composition and Related Matters. (a) Simultaneously with the execution of this Agreement, the Board shall take all necessary actions to increase the size of the Board to twelve (12) directors and appoint X. Xxxxxxxx Xxxxxxxx (the “New Director”) to the Board as a director with a term expiring at the 2024 annual meeting of shareholders (the “2024 Annual Meeting”) or until his earlier death, disability, resignation, disqualification, or removal. At the 2024 Annual Meeting, the Board shall nominate the New Director for election and shall recommend, support, and solicit proxies for the election of the New Director in a manner no less rigorous and favorable than the manner in which the Company recommends, supports, and solicits proxies for the election of its other nominees. (b) The size of the Board shall be no more than twelve (12) directors until the 2024 Annual Meeting, and no more than eleven (11) directors from the completion of the 2024 Annual Meeting until the Termination Date (as defined below). (c) As promptly as practicable (and in any event within three (3) Business Days) following the execution of this Agreement, the Board shall take all necessary actions to form a Shareholder Value Initiatives Committee of the Board (the “Committee”), and to appoint the New Director and three additional members, to be selected by the Board subject to its sole discretion, to the Committee. The Committee shall be responsible for reviewing opportunities to enhance shareholder value, and shall present formal recommendations to the Board for review and approval. Upon Fund’s request, the Committee shall use its reasonable efforts to meet with Fund at least once prior to June 30, 2024, so Fund has a reasonable opportunity to share its views with the Committee with respect to opportunities to enhance shareholder value. (d) Until the Termination Date and as long as Fund’s Net Long Position remains at or above the lesser of (x) 1,161,849 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, and recapitalizations) and (y) five percent (5%) of the outstanding shares of the Common Stock: (i) If the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve as a director, the Company and Fund shall cooperate in good faith to select, and the Company shall appoint, as promptly as practicable, a Qualified Ca...

Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Board: (i) increases the size of the Board by one director; (ii) appoints the Investor Designee to fill the vacancy resulting from the increase in the size of the Board pursuant to the foregoing clause (i); and (iii) nominates the Investor Designee for election to the Board at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”), with a term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). (b) Simultaneous with the execution and delivery of this Agreement and as a condition to the Investors’ rights and the Board’s obligations herein, the Investor Designee has executed and delivered to the Company a resignation letter in the form attached hereto as Exhibit A. (c) The Company shall, with respect to the 2021 Annual Meeting, (i) include the Investor Designee in its proxy statement and proxy card as a director nominee of the Board, (ii) recommend the election of the Investor Designee to the Board to the stockholders of the Company and (iii) solicit proxies in favor of the election of the Investor Designee to the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees (the foregoing clauses (ii) and (iii), the “Election Support Efforts”). In connection with the foregoing, the Investor Designee hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company. (d) For any Annual Meeting subsequent to the 2021 Annual Meeting and as long as the Investor Designee is on the Board, the Company shall irrevocably notify the Investors in writing (a “Renomination Notice”), no less than fifty-five (55) calendar days before the last day of the advance notice window for director nominations at such Annual Meeting pursuant to the Company’s Amended and Restated By-Laws (as amended from time to time, the “Bylaws”), whether the Company intends to renominate the Investor Designee for election to the Board at such Annual Meeting. If the Investor Designee has received a Renomination Notice, the Investor Designee shall have ten (10) Business Days from delivery of such Renomination Notice (the “Renomination Response Period”) to notify the Company in writing of his consent to such renomination (a “Renomination Consent”). If the Investor Designee is renominated for election at an Annual M...

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). (b) Prior to the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), (i) the removal of Xx. Xxxxxx from, or the failure to appoint or re-elect Xx. Xxxxxx to, his position as Chairman of the Board of Directors or President and Chief Executive Officer of the Corporation or the Bank, (ii) the removal of Xx. Xxxx from, or the failure to appoint or re-elect Xx. Xxxx to, his position as lead independent director of the Board of Directors of the Corporation, or (iii) any determination not to nominate Xx. Xxxxxx or Xx. Xxxx as a director of the Corporation or the Bank, in each case, shall each require the affirmative vote of at least 75% of the full Board of Directors. (c) Effective as of the Effective Time, (i) the Board of Directors of the Corporation and the Board of Directors of the Bank shall be comprised of seven (7) Continuing TCBI Directors, including Xx. Xxxx, and six (6) Continuing IBTX Directors, including Xx. Xxxxxx and (ii) the six (6) Continuing IBTX Directors, on the one hand, and the seven (7) Continuing TCBI Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Corporation such that each class of the Board of Directors shall consist of two (2) Continuing IBTX Directors and at least two (2) Continuing TCBI Directors; provided that Xx. Xxxxxx and Xx. Xxxx shall eac...

Board Composition and Related Matters. (a) The Company agrees that prior to the Annual Meeting, the Board, and all applicable committees of the Board, shall take all necessary actions to (i) increase the size of the Board from seven (7) to eight (8) directors and (ii) nominate Xx. Xxxxxxx as a candidate for election to the Board at the 2021 Annual Meeting to fill the newly created vacancy. The Company agrees to recommend, support and solicit proxies for the election of Xx. Xxxxxxx at the 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company has historically supported the Board’s other nominees. In connection with the foregoing, Xx. Xxxxxxx consents to be named by the Company as a nominee for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.

Board Composition and Related Matters. As promptly as practicable after (but no later than the day immediately following) the certification by the independent inspector of elections in connection with the 2018 Annual Meeting (the “Election Certification”) and their appointment to the Board, the Continuing Nominees shall take all necessary actions to (a) fix the size of the Board at eight (8) directors and (b) appoint to the Board each of Xxxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx, each of whom has consented to serve as a director to serve a term expiring at the close of the Company’s 2019 Annual Meeting or until his or her successor is duly elected to the vacancies on the Board.

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. (b) Upon his appointment to the Board, the Investor shall be appointed as a member of the “Special Committee” of the Board, comprised solely of Xxxx X. Xxxxxx, Xxxxxxx X’Xxxxx, Xxxxxxx X. Xxxxxxx and the Investor. (c) The Investor agrees to comply with the terms of the Company’s Articles of Incorporation (as may be amended and supplemented from time to time, the “Charter”), By-Laws (as may be amended from time to time, the “By-Laws”), committee charters and corporate governance documents that are applicable to all of the Company’s non-employee directors. (d) The Investor will be entitled to the same director benefits as other non-employee members of the Board, including (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of Company (but with the first annual retainer payable to the Investor at the time of the 2023 Annual Meeting and with the form of the retainer payable in common stock of the Company or the cash equivalent (at the election of the Board)) and (ii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time.

Board Composition and Related Matters. Effective upon the execution of this Agreement, Xx. Xxxxx X. Jennings and Xx. X. Donaldson Xxxxxxxx shall resign from the Board, and the Board shall accept their resignations with immediate effect.

Board Composition and Related Matters. Section 1.1. The Company represents and warrants to the other Parties that the Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties, has resolved to nominate Mr. Bhatia for election as a director of the Company at the 2008 Annxxx Xxxxxxg to serve in the class of directors with terms ending in 2011 and to recommend (and not withdraw such recommendation) to the shareholders of the Company that they vote for Mr. Bhatia at the 2008 Annual Meeting. Section 1.2. Mr. Xxxxxx xxreby confirms: (a) his consent to serve on xxx Xxxxx if elected pursuant to Section 1.1 hereof; and (b) his agreement to fully comply with any and all policies and procedures of the Company, including corporate governance and insider trading policies, as the same may be amended from time to tixx; xxxxxxxx xxat the effect of any such policy or procedure does not discriminate among members of the Board or require any director to violate the law or breach such director's fiduciary duties under applicable law.