Board Representative. (a) At the 2019 Annual Meeting of Shareholders of the Company, and at each subsequent Applicable Meeting during the Term, until the amendment of the Company’s Articles to implement the Charter Amendment (as defined herein), the Company shall (i) propose an amendment (the “Charter Amendment”) to the Company’s Articles to increase the maximum number of directors of the Company by one (1) director from seven (7) directors to eight (8) directors and (ii) subject to the approval of the Shareholders by special resolution of the Charter Amendment, nominate one (1) director to serve as the New Independent Director, which nominee shall (A) meet the Independent Director Criteria, (B) have been designated by the Majority Holders (as such group is determined ten (10) days prior to the Notification Date) and notified to the Company prior to the Notification Date and (C) have been approved by the Board, such approval not to be unreasonably withheld. Upon approval of the Charter Amendment, the Company shall cause such New Independent Director to be nominated for election to the Board at such Applicable Meeting and shall recommend to holders of Voting Securities that such New Independent Director be elected to the Board at such Applicable Meeting (and shall not nominate, recommend or otherwise endorse any competing nominee to fill the vacancy on the Board created by the Charter Amendment). If the Company’s Articles are amended to implement the Charter Amendment but a New Independent Director is not approved by the Shareholders such that a vacancy is created on the Board, the Majority Holders may propose to the Board another nominee for election to the Board, pursuant to the procedures set forth in Section 2(b), and the Company shall appoint such New Independent Director as a director to fill such vacancy.
(b) For each Applicable Meeting during the Term at which the term of any New Independent Director then on the Board will expire or at which no New Independent Director is then on the Board (other than by reason of the failure of the Company to amend its Articles to implement the Charter Amendment in accordance with Section 2(a)): (i) the Majority Holders may propose to the Board one (1) nominee for election or appointment to the Board, which nominee shall (A) meet the Independent Director Criteria, (B) have been designated by the Majority Holders (as such group is determined ten (10) days prior to the Notification Date) and notified to the Company prior to the Notificati...
Board Representative. The Board agrees that the Board Chairperson shall at all times be the sole, duly authorized representative of the Board from whom Contractor shall receive direction as to the Work, and to whom the Contractor shall communicate regarding clarification of Work tasks, and communications to the entire Board.
Board Representative. 28:01 An employee may apply to the Executive Director to make a presentation to the Board at schedule Board meetings. Such presentations will occur at the beginning of Board meetings. Such requests will not be unreasonably denied. The Employee will only be permitted to be present at the Board Meeting for the duration of his/her presentation. When the issue involves the Executive Director, all requests shall be submitted directly to the Board’s Chairperson.
Board Representative. The County shall have the right to appoint one member to the Reinvestment Zone Board of Directors. The County may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within 30 days of receiving written notice of its right to appoint by the City Secretary’s Office.
Board Representative. A representative of the Purchaser shall have been appointed, at the option of the Purchaser, as either a member of or an observer to the board of directors of the Company in accordance with Section 2.1 of the Stockholders Agreement.
Board Representative. DEVELOPER understands and agrees that TIF BOARD, in its sole discretion, may appoint certain CITY staff members, a CITY department or another entity to serve as its representative in carrying out any or all of the responsibilities of TIF BOARD hereunder, and that references to “TIF BOARD” in this AGREEMENT mean TIF BOARD in its entirety or any such designated representative.
Board Representative. (a) The Purchaser shall be entitled to appoint one director to the Board of Directors of the Company (“Purchaser Nominee”) as long as the Purchaser owns at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; provided, however, that any Purchaser Nominee shall, prior to such appointment, (i) provide such information with respect to his or her qualification as the Company shall reasonably request and shall comply with any policies and conditions regarding board service applicable to all Company directors and (ii) submit an irrevocable letter of resignation to the Board of Directors of the Company, which resignation shall immediately become effective upon the Purchaser ceasing to beneficially own at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; and provided further, that no person shall be eligible to serve as a Purchaser Nominee if (a) the Board of Directors of the Company does not approve of such Purchaser Nominee, which approval shall not be unreasonably withheld, conditioned or delayed or (b) such service would be prohibited by the Depository Institution Management Interlocks Act, 12 U.S.C. §§ 3201 – 3208, as the same may be amended or supplemented from time to time, or any successor thereto, and any applicable rules, regulations, policies or interpretations of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or the National Credit Union Administration issued thereunder. If at any time Purchaser loses its right pursuant to the terms of this Section 5.7 to designate a director, Purchaser shall lose such right permanently, unless within ninety (90) days after the loss of such right, Purchaser’s ownership of Common Stock (including, for purposes of calculating Purchaser’s ownership, the number of Common Shares issuable upon conversion of all Non-Voting Stock, if any, owned by Purchaser without regard to any limitations on conversion that may apply pursuant to the terms of the Non-Voting Stock) increases to an amount equal to or greater than 4.9% of the Common Stock outstanding.
(b) The Company agrees to cause the Purchaser Nominee to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is...
Board Representative. At Closing, the Company and the Bank will appoint the person nominated by the Lead Investor (the “Board Representative”) as provided in this Section 4.13(a) to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representative for election at the first annual meeting of stockholders following the Closing to a three year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) at least 5.0% or more of the outstanding shares of Common Stock, whether acquired upon conversion of the Preferred Shares or otherwise and treating each Preferred Share that is not a share of Common Stock as if it had converted into Common Stock, and each share of Non-Voting Common Stock as a Share of Common Stock (a “Qualifying Ownership Interest”), the Company will be required to recommend to its stockholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of stockholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.13(a), and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. The Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.13(a) shall, subject to applicable law, be the Company’s and the Board of Directors’ nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for e...
Board Representative. The CFO is responsible for reporting the progress and implementation of the provisions outlined in the Quality Policies Manual. The CFO is responsible for assuring that the Financial Management System is implemented at all levels of the organization. The CFO is an ex-officio member of the Board with the necessary authority required to accomplish implementation. The CFO also acts as the liaison for third party auditors.
Board Representative. (a) Promptly after the date hereof, Verilink shall take all necessary action to appoint or elect to the Board one person designated by Beacon and reasonably acceptable to Verilink (the "Beacon Designee"). For so long as Beacon Beneficially owns at
