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.
(b) The Board shall, as promptly as practicable following the Special Meeting, but in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxxx Xxxxxx (the “Investor-Sourced Director”) to the Board to fill the vacancies resulting from the increase in the size of the Board as set forth in Section 1(a) of this Agreement; 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, appoint the Investor-Sourced Director. The onboarding of the Investor-Sourced Director shall be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there shall be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the Investor-Sourced Director’s ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Investor, to ensure that the Investor-Sourced Director is found independent by the relevant regulatory entities.
(c) The Board shall, as promptly as practicable following the Special Meeting, but in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxx Xxxxxxx, Xxxxxxxx Xxxxx and Xxxxx Xxxxxxxx (the “Other New Directors,” and collectively with the Investor-Sourced Director, the “New Independent Directors”) to the Board to fill the vacancies resulting from the increase in the size of the Board as set forth in Section 1(a) of this Agreement; provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following s...
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 of this Agreement,
(i) the Board of Directors of the Company (the “Board”) shall increase the size of the Board from nine to ten directors;
(ii) the Board shall accept the resignation of Xxxxxxx X. Xxxxx as a Class I director of the Board;
(iii) the Board shall appoint the MFP Designee to the Board as a Class I director, with a term expiring at the 2018 Annual Meeting. Prior to his appointment to the Board, the MFP Designee shall have executed and delivered to the Company an irrevocable resignation as director in the form attached hereto as Exhibit B (the “MFP Resignation Letter”); and
(iv) the Board shall appoint the Misada Designee to the Board as a Class I director, with a term expiring at the 2018 Annual Meeting. Prior to his appointment to the Board, the Misada Designee shall have executed and delivered to the Company an irrevocable resignation as director in the form attached hereto as Exhibit C (the “Misada Resignation Letter”).
(b) Effective upon the appointment of the Designees to the Board,
(i) the Board shall appoint the MFP Designee to the Compensation Committee of the Board. The MFP Designee shall be entitled to continuously serve on the Compensation Committee of the Board until the Termination Date; and
(ii) the Board shall appoint the Misada Designee to the Audit Committee of the Board. The Misada Designee shall be entitled to continuously serve on the Audit Committee of the Board until the Termination Date.
(c) Until the Termination Date, the Board shall appoint at least one of the Designees to any and all new committees of the Board formed during the term of this Agreement, subject to the determination of the Board, in good faith and consistent with its fiduciary duties, that the Designee is qualified to serve on such committee.
(d) The Designees shall be entitled to receive the same compensation for their service on the Board as is provided to any other independent director of the Company for their service on the Board; provided, however, that if each of the Company’s independent directors other than the Designees elect not to receive compensation for their service on the Board, then neither Designee shall be entitled to receive any compensation for his or her service on the Board, other than reasonable reimbursement of expenses incurred by that Designee in connection with his or her duties as a director of the Company.
(e) Notwithstanding Section 1(c) hereof, the Stockholders agree that the Board or any c...
Board Composition and Related Matters. (a) The Parties shall take all necessary actions to reconstitute the Board as follows (the “Reconstituted Board”): (i) Jxxx Xxxxx, (ii) Bxxxxx Xxxxxxx, (iii) Hxxx Xxxxxxxxxx, and (iv) Dxxxx Xxxxxxx (the persons in (i) through (iv) collectively, the “Incumbent Designees”), and (v) Bxxxx Xxxxxxxxx, (vi) Bxxx Xxxxxxx, and (vii) Axx Xxxxxxxx (the persons in (v) through (vii) collectively, the “LX-XX Designees”). In furtherance of the foregoing, but not limited thereto, as soon as possible on or following the date hereof (but in no event later than July 8, 2016), (A) the incumbent Board shall cumulate its votes for the director elections at the 2016 Annual Meeting in favor of the election of Jxxx Xxxxx, Bxxxxx Xxxxxxx, Hxxx Xxxxxxxxxx and Dxxxx Xxxxxxx; (B) the LX-XX Group shall cumulate its votes for the director elections at the 2016 Annual Meeting in favor of the election of Bxxxx Xxxxxxxxx, Bxxx Xxxxxxx and Mxxxxxx Goose; and (C) Mxxxxxx Goose hereby resigns from the Board, effective automatically immediately following his election to the Board, and the Board shall fill such vacancy by appointing Axx Xxxxxxxx.
(b) Until the Termination Date, the Board shall (i) nominate the LX-XX Designees for election to the Board at each Shareholder Meeting or in respect of any solicitation of written consents of shareholders at which directors are to be elected; (ii) cause the Company to file a definitive proxy statement or definitive consent statement in respect of each Shareholder Meeting or solicitation of written consents of shareholders at which directors are to be elected and recommend that the Company's shareholders vote or consent directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of all LX-XX Designees; and (iii) cause the Company to file a definitive consent revocation statement in respect of any solicitation of written consents of shareholders to remove any of the LX-XX Designees and recommend that the Company’s shareholders do not sign consents to remove any of the LX-XX Designees and use reasonable best efforts to cause the revocation of any such consents.
(c) The size of the Board shall be fixed at no more than seven directors until the end of the Commitment Period; provided, however, that the Board shall in good faith consider adding, but shall not be obliged to add, a possible eighth director in connection with the 2017 Annual Meeting of Shareholders and a possible ninth director in connection with the 2018 ...
Board Composition and Related Matters. (a) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective as of the next regular Board meeting (and in any event no later than August 29, 2017)1, to appoint Xxxxx X. Xxxxxxx to the Board. Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxx (the “Independent Designee” and, together with Xx. Xxxxx and Xx. Xxxxxxx, the “Alden Designees”) will continue to serve on the Board.
(b) The Board and all applicable committees of the Board shall refrain from separating the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) during the time period starting on the date hereof and ending on the Termination Date (the “Cooperation Period”). Xx. Xxxxx and Xx. Xxxxxx shall continue to serve on each of the Nominating and Governance Committee and Compensation Committee. In addition, the Nominating and Governance Committee and the Compensation Committee shall each continue to be comprised of four directors, including two Alden Designees on each such committee. Notwithstanding anything to the contrary in this Agreement, the Board shall not be obligated to appoint Xx. Xxxxxxx onto the Nominating and Governance Committee or the Compensation Committee, even upon the resignation of any other Alden Designee. The Board shall determine the director who shall be chairman of the Nominating and Governance Committee, the Board shall determine one of the Alden Designees who shall be the chairman of the Compensation Committee, and the Board shall take all necessary actions to appoint such individuals as chairman of the respective committee. In the event that either the Nominating and Governance Committee or the Compensation Committee is unable to reach a majority resolution on any matter under consideration by such committee, then the chairman of such committee shall submit such matter to the members of the Board who are “independent” pursuant to the NASDAQ rules for consideration, in which case only directors who are qualified and eligible to have been members of the committee in question are permitted to vote on such matter; provided, however, if the chairman does not submit such matter to the independent members for consideration within five Business Days following a request for such submission by a member of such committee, such member of such committee shall be entitled to submit such matter to the independent members for consideration. 1 The next regular Board meeting is scheduled for August 29, 2...
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. (a) Blackwells hereby (i) irrevocably withdraws, with this Agreement constituting sufficient and conclusive evidence of such withdrawal, the Nomination Notice as well as Bxxxxxxxxx’ director nominations and any related materials or notices submitted to the Company in connection therewith or related thereto with respect to the 2024 Annual Meeting (collectively, the “Blackwells Shareholder Matters”), and (ii) agrees to abstain from taking further action to pursue the Blackwells Shareholder Matters or any other action related to the 2024 Annual Meeting (other than in accordance with this Agreement.)
(b) Simultaneously with the execution of this Agreement, the Company shall take all necessary actions to appoint Jxxxxxx Xxxxxxx Xxxxxxxx to the Board as a director, with a term expiring at the 2024 Annual Meeting or until his earlier death, disability, resignation, disqualification, or removal. The Company shall take all necessary actions to (i) nominate Mx. Xxxxxxxx for election to the Board at the 2024 Annual Meeting, (ii) include Mx. Xxxxxxxx in the Company’s proxy statement and proxy card for the 2024 Annual Meeting, (iii) solicit proxies for the election of Mx. Xxxxxxxx in respect of the 2024 Annual Meeting in a manner no less rigorous and favorable than the manner in which it solicits proxies for the election of the Company’s other director nominees, and (iv) support and recommend for the election of Mx. Xxxxxxxx in respect of the 2024 Annual Meeting in the same manner as it supports and recommends for the election of the Company’s other director nominees.
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. (a) Simultaneous with the execution and delivery of this Agreement, the Investor Group shall immediately cease any and all efforts, direct or indirect, in furtherance of any solicitation, including any negative solicitation efforts, relating to the Company’s 2022 Annual General Meeting (the “2022 Annual General Meeting”).
(b) Simultaneous with the execution and delivery of this Agreement, Mxxxxxx X. Xxxxxxx (the “Investor Group Designee”) has executed and delivered to the Company an irrevocable conditional letter of resignation from the Board in the form attached hereto as Exhibit A (the “Resignation Letter”).
(c) 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 Group Designee, Mxxxxxx X. Xxxxxxx to the Board to fill the vacancy resulting from the increase in the size of the Board with Mx. Xxxxxxx to serve as a Class I director with a term expiring at the Company’s 2023 Annual General Meeting (the “2023 Annual General Meeting”).
(d) The Investor Group and the Investor Group Designee agree that, in the Investor Group Designee’s capacity as a director of the Company, the Investor Group Designee shall, in addition to all applicable duties as a matter of Cayman Islands, comply with the terms of the Company’s Memorandum and Articles of Association (as may be amended, restated, supplemented and/or otherwise modified from time to time, the “Articles”), committee charters, corporate governance, ethics, conflict of interest, confidentiality, share ownership and trading policies and guidelines and similar governance documents that are applicable to all of the Company’s non-employee directors.
(e) The Investor Group and the Investor Group Designee agree that the Board or any committee thereof, in the exercise of its fiduciary and other duties, may require the Investor Group Designee to recuse themselves from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to: (i) this Agreement, including the interpretation and enforcement thereof; (ii) any demand made by any member of the Investor Group or any of their respective Affiliates or Associates if such demand is coupled, expressly or implied, with the threat to take any of the actions prohibited in Sections 3(a) through 3(l); or (iii) any proposed transaction between the Company and any member of the Investor Group, or any of their respective A...
