Board of Directors; Advisory Board Sample Clauses

Board of Directors; Advisory Board. The Board of Directors of CEI will take such action as may be necessary (including increasing the size of the Board of Directors of CEI) to appoint to the Board of Directors of CEI after the Effective Time, effective at the Effective Time, one person selected by the Nominating Committee of CEI, who (i) is a member of the Board of Directors of the Company as of the date hereof, (ii) is willing to serve on the Board of Directors of CEI and (iii) would be eligible under CEI's by-laws and applicable resolutions of CEI's Board of Directors to be so nominated for election to the Board of Directors of CEI at the next annual meeting of CEI following the Effective Time. At the Effective Time, CEI shall cause the Surviving Corporation to establish an advisory board that will consist of approximately equal numbers of individuals designated by the Company and designated by CEI, which advisory board will provide advice and input regarding the implementation of the Merger and the ongoing operations of the Surviving Corporation.
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Board of Directors; Advisory Board. Buyer shall (a) create an advisory board for CharterBank after the Effective Time, (b) appoint each current director of Seller to such advisory board and (c) maintain such advisory board as composed for at least one year after the Effective Time, with the compensation for the advisory board to be determined by Buyer.
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Board of Directors; Advisory Board. (a) Effective as of the Effective Date, three members of the Seller Board designated prior to the Effective Date by Purchaser's Nominating and Corporate Governance Committee in accordance with its policies and procedures, as in effect as of the date of this Agreement, shall be appointed to the Purchaser Board and to the Board of Directors of Purchaser Bank. (b) Each of the members of the Seller Board not appointed to the Purchaser Board and the Board of Directors of Purchaser Bank will be asked to serve on Purchaser Bank's Westmoreland County Advisoxx Xxxxx. (c) Individuals serving as Directors or Advisory Directors pursuant to Subsections (a) and (b) of this Section 6.14 shall receive the compensation provided to Directors or Advisory Directors of Purchaser or Purchaser Bank, as the case may be which shall be at least $800 per year of Advisory Board service.
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Board of Directors; Advisory Board. (a) Purchaser shall take all requisite action to cause Mx. Xxxxxx Xxxx and two (2) other members of Seller's Board of Directors immediately prior to the Effective Date to become members of Seller's Board of Directors after the Effective Date. Such two directors shall be selected by Seller's Board of Directors subject to the prior approval of Purchaser. (b) Promptly following the Effective Date, Purchaser shall establish an advisory board (the "Advisory Board"), which shall include members of Seller's Board of Directors, identified by Seller prior to the Effective Date and reasonably acceptable to Purchaser. The function of the Advisory Board shall be to advise Purchaser on business conditions and opportunities in the markets currently served by Seller and on such other matters as Purchaser may reasonably request.
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Board of Directors; Advisory Board. (a) First Bancorp shall take all action necessary to appoint one member of Home Building Bancorp's Board of Directors, selected by First Bancorp after consultation with Home Building Bancorp, to First Bancorp's and First Federal's Boards of Directors, effective immediately following the Effective Time. (b) For a period of two years from the Effective Time or such longer time as First Bancorp in its sole discretion shall determine, First Bancorp shall maintain an advisory board for the purpose of advising First Bancorp on its operations in area served by Home Building Savings' offices and generating additional business contacts for First Bancorp in such area. Such advisory board will meet no less frequently than monthly. Each director of Home Building Bancorp as of the Effective Time shall be invited to serve on the advisory board. Each advisory director, other than any advisory director who also serves on the Board of Directors of First Bancorp, shall be paid $200 per meeting attended.
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Board of Directors; Advisory Board. (a) FFBI shall take all action necessary to appoint one member of PFSB's Board of Directors, selected by FFBI after consultation with PFSB, for a term ending in 2005, to the Boards of Directors of FFBI and First Federal Bank, effective immediately following the Effective Time. (b) For a period of one year from the Effective Time or such longer time as FFBI in its sole discretion shall determine, FFBI shall maintain a Missouri advisory board for the purpose of advising FFBI on its Missouri operations and generating additional business contacts for FFBI in Missouri. Each director of PFSB as of the Effective Time, other than the person selected to serve on FFBI's Board of Directors, shall be invited to serve on the Missouri advisory board. Each advisory director shall be paid $100 per month.
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Board of Directors; Advisory Board. (a) The MHC, the Mid-Tier and Cincinnati Federal shall each take all action necessary to appoint Pxxxxx X. Xxxxxxx to their respective Board of Directors effective upon the Effective Time. After the Effective Date, the MHC, the Mid-Tier and Cincinnati Federal hereby agree to nominate him so that he may serve for a full three-year term as a director, subject to their respective corporate governance policies and criteria for the nomination of incumbent directors. (b) Cincinnati Federal shall establish, effective as of the Effective Date, an advisory board of its Board of Directors (the “Advisory Board”) and will offer membership on the Advisory Board for a three-year term, commencing on the Effective Date, to four directors of KF (other than the director of KF referenced in Section 5.13(a)). Members of the Advisory Board are expected to attend at least 10 of the 12 meetings of the Board of Directors Cincinnati Federal held each year. Each member of the Advisory Board will receive an annual fee of $12,000, payable in monthly installments.
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Board of Directors; Advisory Board. (i) On the Merger Effective Date, the directors of Bancorp and NSB shall consist of the directors of Bancorp and NSB, respectively, serving immediately prior to the Merger Effective Date and the trustees of MHC shall consist of the trustees of MHC serving immediately prior to the Merger Effective Date; PROVIDED, HOWEVER, that (A) John Bowen, the Chairman of the Board of Directors of Liberty Bancorp xx xx xxx date hereof, shall be appointed to each of the Board of Directors of Bancorp, the Board of Directors of NSB and the Board of Trustees of MHC, each such appointment to be for an initial term of not less than three (3) years and to be made as of the Merger Effective Date, and (B) an additional seat on each of the Board of Directors of Bancorp, the Board of Directors of NSB and the Board of Trustees of MHC shall be offered to one additional director of Liberty Bancorp (to be selected by Northfield in its sole discretion within 90 days after the Closing Date), such additional appointment to be for an initial term of not less than two (2) years. (ii) Northfield shall establish an advisory board consisting of the members of the Liberty Bank Board of Directors as of the Merger Effective Date, excluding any such members of the Liberty Bank Board of Directors become members of the Board of Directors of Bancorp or any Affiliate of Bancorp (the "Liberty Bank Advisory Board"). Such persons shall commence service on the Liberty Bank Advisory Board immediately following the Merger Effective Date. If at any time any member of the Liberty Bank Advisory Board becomes a member of the Board of Directors of Bancorp or any Affiliate of Bancorp, such person's membership on the Liberty Bank Advisory Board shall immediately be terminated and the vacancy created thereby shall not be filled. The Liberty Bank Advisory Board shall be maintained for a period ending no sooner than three years following the Merger Effective Date. The Liberty Bank Advisory Board shall meet no less than quarterly and each Liberty Bank Advisory Board member shall receive an annual fee (payable in quarterly installments) equal to $21,800. Members of the Liberty Bank Board of Directors who become members of the Board of Directors of Bancorp or any Affiliate of Bancorp may attend meetings of the Liberty Bank Advisory Board, but shall not be entitled to receive such fees for service on the Liberty Bank Advisory Board. (iii) Members of Liberty's Board of Directors on the date of adoption of this Agreement w...
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Board of Directors; Advisory Board. (a) Effective as of the Effective Date, three members of the Seller Board designated prior to the Effective Date by Purchaser’s Nominating and Corporate Governance Committee in accordance with its policies and procedures, as in effect as of the date of this Agreement, shall be appointed to the Purchaser Board and to the Board of Directors of Purchaser Bank. (b) Each of the members of the Seller Board not appointed to the Purchaser Board and the Board of Directors of Purchaser Bank will be asked to serve on Purchaser Bank’s Wxxxxxxxxxxx County Advisory Board. (c) Individuals serving as Directors or Advisory Directors pursuant to Subsections (a) and (b) of this Section 6.14 shall receive the compensation provided to Directors or Advisory Directors of Purchaser or Purchaser Bank, as the case may be which shall be at least $800 per year of Advisory Board service.
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Related to Board of Directors; Advisory Board

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

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