Board of Directors of the Corporation. It is the current intention of the Board that the Executive will serve on the Board of Directors of the Corporation, commencing on the Effective Date.
Board of Directors of the Corporation. In accordance with Section 7.14(c) of the Agreement, the following provisions shall govern directors to the exclusion of any provision in this Code of Regulations to the contrary. At the Effective Time, the Board of Directors of the Corporation, as the Surviving Entity, shall consist of thirteen directors who shall consist of: (i) Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, and five other persons who served as directors of the Corporation or the Bank immediately prior to the Effective Time and are designated by the Corporation (each, a “Corporation-Related Director,” which term shall include any directors who are subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a Corporation-Related Director, as applicable, in accordance with this Article XII, Section 6); and (ii) Xxxx Xxxxx, Xxxxxxx Xxxxxxxxx, and four other persons who served as directors of United Community or Home Savings Bank immediately prior to the Effective Time and are designated by United Community (each, a “United Community-Related Director,” which term shall include any directors who are subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a United Community-Related Director in accordance with this Article XII, Section 6). The directors shall be divided into three classes. Immediately following the Effective Time, the Class I directors shall consist of two Corporation-Related Directors and two United Community-Related Directors. The initial Class I directors shall hold office for an initial term expiring at the 2022 annual meeting of stockholders, and Class I directors shall thereafter be elected to three-year terms. Upon the expiration of their initial term, the initial Class I directors shall be nominated by the Board of Directors, provided that such nomination is reasonably agreeable to the Governance and Nominating Committee in accordance with the good faith execution of its duties, for an additional term to expire at the 2025 annual meeting of stockholders. If, prior to the second anniversary of the Succession Date, any of the initial Class I directors shall for any reason cease to serve as a director or shall not stand for reelection as a director, the resultant vacancy shall be filled by the Board of Directors with an individual selected by the United Community-Related Directors (if such director was a United Community-Related Director) or the Corporation-Related Directors (if such director was...
Board of Directors of the Corporation. There shall be a Board of Directors of the Corporation that shall consist of five (5) members, which directors shall be nominated and elected at each election of directors, so long as this Agreement remains in effect and except as otherwise provided in Section 2.08, as follows:
Board of Directors of the Corporation is comprised of persons elected at a meeting of or by written consent of stockholders and who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent and/or successors of such persons elected to the Board of Directors for the purpose of either facilitating a Triggering Event or circumventing directly or indirectly the provisions of this Section 27, then for a period of 180 days following the effectiveness of such action, this Rights Agreement shall not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a Triggering Event.
Board of Directors of the Corporation. It is the current intention of the Board that the Executive will continue to serve on the Board of Directors of the Corporation.
Board of Directors of the Corporation. (a) Subject to Section 2.08, the Board shall consist of eight (8) directors (each, a “Director” and, collectively, the “Directors”). The following Stockholders or groups of Stockholders (each, a “Designating Person”) shall be entitled to designate nominees for election as Directors as follows:
(i) one (1) nominee shall be designated by SWBP, who shall be a nominee for Class III Director (the “SWBP Designee”);
(ii) one (1) nominee shall be designated by Lightyear III, who shall be a nominee for Class III Director (the “Lightyear Designee”);
(iii) one (1) nominee shall be designated by Aquiline, who shall be a nominee for Class III Director (the “Aquiline Designee”);
(iv) one (1) nominee shall be designated by the Xxxxxx Xxxx Xxxxxx Trust Stockholder Group, who shall be a nominee for Class I Director (the “Xxxxxx X. Xxxxxx Trust Designee”);
(v) one (1) nominee shall be designated by the Xxxx Xxxx Xxxxxx Trust Stockholder Group, who shall be a nominee for Class I Director;
(vi) one (1) nominee shall be designated by the Xxxxx Xxxx Xxxxx Trust Stockholder Group, who shall be a nominee for Class I Director;
(vii) one (1) nominee shall be designated by the Max Xxxx Xxxx Trust Stockholder Group, who shall be a nominee for Class II Director; and
(viii) one (1) nominee shall be designated by the Xxxx X. Xxxx Trust Stockholder Group, who shall be a nominee for Class II Director (together with the nominees designated pursuant to the foregoing clauses (v)-(vii), the “Remaining Xxxx Trust Stockholder Group Designees”). At the end of the Term (not including, for the avoidance of doubt, the end of a Director’s service pursuant to Section 2.02(c)) of any Director designated by a Designating Person, such Designating Person shall be entitled to designate for nomination either the same or a different individual for the following Term.
(b) The Xxxxxx X. Xxxxxx Trust Designee (as selected by the Xxxxxx Xxxx Xxxxxx Trust Stockholder Group) shall serve as Chairman of the Board.
Board of Directors of the Corporation. At each annual meeting of stockholders of the Corporation or any special meeting of stockholders of the Corporation called for the purpose of electing directors (each, a “Meeting”) during the term of this Agreement, or at any adjournment, postponement, or continuation of any such Meeting, or in any other circumstances upon which a vote or other approval with respect to the election of directors is sought, each Stockholder shall vote (or cause to be voted) the Shares held beneficially or of record by such Stockholder (and its Affiliates) in favor of the election or re-election to the Board of Directors of the Corporation (the “Board”) of at least six (6) directors, of whom an equal number of such directors shall be selected by JLL Holdings and Warburg Pincus; provided, however, that (i) in the event that the Common Ownership Percentage of JLL Holdings or the Common Ownership Percentage of Warburg Pincus shall at any time exceed 65%, then each Stockholder (and its Affiliates) shall vote (or cause to be voted) the Shares held beneficially or of record by such Stockholder (and its Affiliates) in favor of the election or re-election to the Board of four (4) directors selected by the Stockholder which has a Common Ownership Percentage of greater than 65% as of such vote, and (ii) in the event that the Common Ownership Percentage of JLL Holdings or the Common Ownership Percentage of Warburg Pincus shall at any time exceed 80%, then each Stockholder shall vote (or cause to be voted) the Shares held beneficially or of record by such Stockholder (and its Affiliates) in favor of the election or re-election to the Board of five (5) directors selected by the Stockholder which has a Common Ownership Percentage of greater than 80% as of such vote, in each case with a corresponding reduction in the number of directors of the Corporation to be selected by the other Stockholder; provided further that, for so long as each of JLL Holdings and Warburg Pincus (or any of their respective Affiliates) holds Shares, each Stockholder shall vote (or cause to be voted) the Shares held beneficially or of record by such Stockholder (and its Affiliates) in favor of the election or re-election to the Board for at least one (1) director selected by each of JLL Holdings and Warburg Pincus. To the extent that the number of directors who constitute the Board shall be increased or decreased, the provisions of this Section 2.01 shall be adjusted accordingly so that the number of directors selec...
Board of Directors of the Corporation. The members of the Board of Directors of the Corporation, and the size of the Board of Directors of the Corporation, shall be as set forth on Exhibit 2.16 as of the Closing. At or prior to the Closing, there shall be delivered to the Purchaser letters of resignation effective upon the Closing of all members of the Corporation's Board of Directors except for Mr. Jurg Kellenberger, it being understood by Corporation and Sellxxx xxxx xxx Purchaser shall, effective as of the Closing, elect four (4) additional members to the Board of Directors.
Board of Directors of the Corporation. Pursuant to the By-Laws of the Corporation, the number of directors comprising the Corporation’s Board of Directors (the “Board”) has been fixed by resolution of the Board at five. Each of the Stockholders shall take such action as is necessary and appropriate, including, without limitation, the voting of shares of Stock owned or controlled by such Stockholder on all of the matters set forth in this Article 2 on which the Stockholders of the Corporation vote.
Board of Directors of the Corporation. (a) The Board shall consist of ten (10) directors (each, a “Director” and, collectively, the “Directors”). The following Stockholders or groups of Stockholders (each, a “Designating Person”) shall be entitled to designate nominees for election as Directors as follows:
(i) two (2) nominees shall be designated by Xxxxxxx, one of whom shall be a nominee for Class II Director and the other shall be a nominee for Class III Director (each, a “Xxxxxxx Designee” and, collectively, the “Xxxxxxx Designees”);
(ii) one (1) nominee shall be designated by SWBP, who shall be a nominee for Class III Director (the “SWBP Designee”);
(iii) one (1) nominee shall be designated by Lightyear III, who shall be a nominee for Class III Director (the “Lightyear Designee”);
(iv) one (1) nominee shall be designated by Aquiline, who shall be a nominee for Class III Director (the “Aquiline Designee”);
(v) one (1) nominee shall be designated by the Xxxxxx Xxxx Xxxxxx Trust Stockholder Group, who shall be a nominee for Class I Director (the “Xxxxxx X.
