Board Seat. Upon termination of Executive’s employment by either party for any reason, Executive will resign his position on the Board and any other positions he may hold with or for the benefit of the Company and/or its affiliates, including, but not limited to, as an officer and/or director of any Company subsidiaries.
Board Seat. The Company shall cause Executive to be appointed as a director (a "Director") to the Company’s Board of Directors (the "Board") no later than immediately after the Closing under the Stock for Stock Exchange Agreement.
Board Seat. At or promptly following the Effective Time, Peoples shall increase by one (1) the number of directors constituting the Peoples Board and appoint Limestone’s Chairman, X. Xxxxx Xxxxx, to the Peoples Board, subject to Peoples standard corporate governance practices and standard director evaluation process. Peoples shall, subject to its standard corporate governance practices, nominate and recommend such appointee for election at the next applicable annual meeting of the shareholders of Peoples to serve for a one-year term.
Board Seat. So long as IXC owns 95% of all IXC Common Shares issued to IXC hereunder, on the Closing Date, PSINet's Chairman shall recommend that (i) PSINet's Board of Directors elect Ralpx X. Xxxxx xx PSINet's Board of Directors effective as of the Closing Date, for a term expiring in 1998 or later and (ii) subject to the next sentence, such person be nominated to stand for election with the other nominated Board members at the 1998 Annual Meeting of PSINet (or, later annual meeting associated with the expiration of his term) for a term expiring no earlier than 2000 and for reelection thereafter at the applicable Annual Meetings of PSINet. At such time as IXC shall cease to own the requisite amount of IXC Common Shares, a resignation letter will be executed by Ralpx X. Xxxxx xxxediately and he shall immediately cease to serve as a member of PSINet's Board of Directors.
Board Seat. 15.1.1 During the Term, the Company agrees to appoint to the board of directors of Terran Orbital (the “Terran Board”) as the initial LM Director (as defined herein), an individual selected by Lockheed Mxxxxx (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed)), which LM Director shall fill the existing Class III director vacancy on the Terran Board, and agrees not to take any other steps to fill such vacancy prior to the Appointment Date (as defined herein). The Company agrees to appoint the LM Director as promptly as practicable following the later of the Effective Date or the date Lockheed Mxxxxx notifies the Company in writing of the identity of the proposed LM Director (the “Appointment Date”).
15.1.2 During the Term, subject to the terms and conditions of this Section 15.1 and applicable law, the Company agrees, from and after the Effective Date, to (i) include one appointee or nominee for election to the Terran Board selected by Lockheed Mxxxxx (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed)) (the “LM Director”) in its slate of nominees for election as a Class III director at each of the Company’s meetings of stockholders or action by written consent at which Class III directors are to be elected, (ii) recommend that the Company’s shareholders vote in favor of the election of such LM Director at each such meeting of stockholders or action by written consent at which directors are to be elected and (iii) otherwise support such LM Director in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. For the avoidance of doubt, failure of the stockholders of the Company to elect any LM Director to the Terran Board shall not affect the right of Lockheed Mxxxxx to nominate a director for election pursuant to this Section 15.1 in any future election of directors.
15.1.3 Lockheed Mxxxxx shall have the right to exercise the rights set forth in this Section 15.1 in its absolute and sole discretion, and regardless of whether Lockheed Mxxxxx maintains any equity interest in Terran Orbital. Without the consent of Lockheed Mxxxxx, the Terran Board shall not increase, and the Terran Board and the Company shall not propose any increase in, the size of the Terran Board to more than a total of 11 directors.
15.1.4 For so long as an LM Directo...
Board Seat. During the term of this Agreement, BISYS shall be entitled to nominate a candidate to the Board of Directors of OSI, or any parent or holding company that may hereafter exist and OSI agrees to take steps necessary to cause the nomination of the person so nominated.
Board Seat. So long as the Employee remains an employee of the Company, the Company agrees to use its best efforts to cause the Employee to be nominated for election to the Company's Board of Directors at each annual or special meeting of the stockholders of the Company at which the general election of directors of the Company is to take place and to use its best efforts to cause the Employee to be so elected to such Board of Directors.
Board Seat. The Company, together with the Board, hereby elects you, and vests you with the power and authority the same as all other members, as a member of the Board. You hereby agree to serve as a member of the Board effective as of the Commencement Date. We agree that the foregoing election to the Board and your role as a member of the Board is separate from your role as Chief Executive Officer of the Company. You may only be removed from the Board by a vote that equals at least 75% of the Board. This Section 2 shall survive the expiration or earlier termination of this Agreement and does not and shall not impact in any manner your Board seat.
Board Seat. Upon the Effective Date, the Board of Directors of CYKN will appoint one (1) representative designated by NURO (the "NURO Director"), who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on the Board of Directors of CYKN (the "Board") until the later of the next annual meeting of stockholders of CYKN or the date on which his successor is duly elected and qualified, or his earlier resignation. Commencing on the Effective Date and until the date on which NURO ceases to own at least five percent (5%) of the then issued and outstanding shares of Common Stock, CYKN shall nominate and recommend that its stockholders elect, and otherwise use reasonable efforts to insure the election of, the NURO Director to the Board at each meeting of stockholders of CYKN at which directors are elected, unless such NURO Director's term does not expire at such meeting. In the event of the death, resignation or removal of the NURO Director, NURO shall be entitled to designate a successor who will be appointed to the Board upon the later of the date of such death, resignation or removal or two (2) business days following NURO's designation of such successor. CYKN shall indemnify the NURO Director to the fullest extent permitted by applicable law. CYKN will indemnify and advance expenses to, and enter into agreements regarding the same with, each NURO Director in such manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably covered of CYKN's officers and directors during the same period of service. For so long as a NURO Director shall remain a director of CYKN and with respect to any such prior service by any NURO Director, in all policies of director and officer liability insurance, all such NURO Directors shall be named as an insured in such a manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably insured of CYKN's officers and directors during the same period of service.
Board Seat. During the Term and any Renewal Term of this Agreement, BISYS shall be entitled to nominate a candidate to the Board of Directors of OSI (or any parent holding company of OSI that may hereafter exist), including any replacement for such candidate as may be required. The candidate shall be reasonably acceptable to OSI, and be willing and able to serve subject to all of OSI's rules, policies and procedures for its directors, generally. OSI agrees to take steps necessary to cause the nomination of BISYS' approved candidate for the next election of directors. BISYS' rights under this Section 20(b) shall automatically terminate upon completion by OSI of an initial public offering.
