Board Seats. Concurrent with the Initial Closing and at all times while the Buyer’s shareholdings in the Company exceed 10%, the Buyer shall be entitled (but not required) to nominate one director to the Company’s Board of Directors. At such time and at all times while Buyer’s stockholdings in the Company exceed 24.9%, Buyer shall be entitled (but not required) to nominate a second director to the Company’s Board of Directors. Buyer’s shareholdings percentage shall be based on the number of shares of Common Stock beneficially owned by Buyer (as defined in Section 13(d) under the 1934 Act and the rules adopted thereunder) without taking into account shares issuable in the future upon conversion of Notes or exercise of the Purchase Option. To the extent that the nominees referred to in the paragraph above are reasonably acceptable, the Board of Directors shall appoint such nominees to be directors until the next meeting of the Company’s stockholders to elect directors, and, subject to their fiduciary duty as directors of the Company, the Board of Directors of the Company shall nominate and recommend to the Company’s stockholders as a director each such nominee (or any successor(s) nominated by the Buyer and reasonably acceptable to the Company) at the next and each succeeding meeting of the Company’s stockholders to elect directors. If the Company is listed or applying for listing on a stock exchange or market which requires that a majority of the issuer’s directors be independent, each nominee shall be independent as defined by the rules of such stock exchange or market. Each nominee shall not be an affiliate of a company which is either in the same business as the Company or is a defendant or prospective defendant in an action by the Company and shall not be subject to a “bad actor” disqualification as defined in Rule 506 of the SEC pursuant to the 1933 Act. The Board of Directors will consist of not more than five (5) members during the two years following the Initial Closing Date without the consent of Buyer. Unless a Conversion Eligible Event of Default (as defined in the Notes) shall have occurred, Buyer shall not seek to elect a majority of the Board of Directors for a period of at least three (3) years from the Initial Closing Date.
Board Seats. So long as Shareholder is entitled to designate directors in accordance with the provisions of Section 4.5 of the Investment Agreement, Investor shall vote all Company Voting Securities owned of record by Investor or with respect to which Investor has voting control in favor of the election of Shareholder's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement. So long as Investor is entitled to designate directors in accordance with the provisions of Section 4.4 of the Investment Agreement, Shareholder shall vote all Company Voting Securities owned of record by Shareholder or with respect to which Shareholder has voting control in favor of the election of Investor's nominees to the Company's Board of Directors and the Independent Director nominees chosen in accordance with the terms of the Investment Agreement.
Board Seats. Edesa shall provide Stellar on a timely basis with such information as Stellar may reasonably require for inclusion in Schedule 14A in connection with the composition of the board of directors of New Edesa following the Closing (the “New Board”). In connection therewith, Stellar shall take all actions reasonably necessary to set the number of directors on the New Board as of the Closing at seven (7), with four (4) members proposed by Edesa (the “Edesa Appointees”), one (1) proposed by Stellar (the “Stellar Appointee”), and two (2) “independent directors” as defined under NASDAQ corporate governance rules (the “Independent Appointees”); provided, however, that the number of independent directors may be increased as may be necessary to meet NASDAQ listing requirements; and provided further that at least one independent director shall meet the qualifications of an “audit committee financial expert” as defined in Rule 407(d)(5)(ii) and (iii) under Regulation S-K under the Exchange Act and the Securities Act. Stellar shall take all actions reasonably necessary to cause the New Board, immediately after the Closing, to consist of the Edesa Appointees, the Company Appointee and the Independent Appointees. Stellar shall deliver to Edesa written resignations (in form and substance acceptable to Edesa) (the “Resignations”), effective as of the Closing Date, of the executive management and directors of the Stellar Group, except for the directors who will remain as board members of the New Board (the “Remaining Members”) and such other executive managers and directors of the Stellar Group who have agreed to remain with New Edesa at the prior written request of Edesa, and shall deliver a consent resolution of the Remaining Members appointing the Edesa Appointees, the Company Appointee and the Independent Appointees, or such of them as are not Remaining Members, to fill the vacancies on the board of Stellar created by the Resignations.
Board Seats. During the term hereof, the By-Laws shall provide for a Board consisting of not less than eight (8) nor more ten (10) members. One (1) of such members shall be the Preferred Director (as defined in Section 4(b) below) and, subject to the conditions set forth in Section 4(b) below, two (2) of such members shall be the Default Directors (as defined in Section 4(c) below). In the event the Swiss Re Stockholders or the Reliance Stockholders shall be entitled, pursuant to the provisions of Section 4(c) hereof, to designate to the Board of Directors of the Company a Default Director (or Default Directors), the resignation(s) delivered pursuant to Section 2.16 of the Purchase Agreement shall thereupon become effective, and the parties hereto shall take all necessary actions (including without limitation the actions set forth in Section 4(d) hereof and within their power) to have the Default Directors appointed or elected to fill the resulting vacancies.
Board Seats. The Parent Chairman will retire as an executive of Newco at the end of the Transition Period and shall no longer serve as chairman of the executive committee of the Newco Board, but shall continue as a member of the Newco Board. The Company Chairman shall become the sole Chief Executive Officer of Newco immediately prior to the end of the Transition Period, and at such time shall be the Chairman of the Board of Directors of Newco, if immediately prior to such time he holds the position of Co-Chief Executive Officer. The Newco Board or the nominating committee thereof, as applicable, shall nominate for election the Parent Chairman and the Company Chairman as part of management's slate of candidates at each meeting of the shareholders (if at the time of such meeting the Parent Chairman or the Company Chairman, as applicable, is a member of the Newco Board) at which members of the Newco Board shall be elected as shall be necessary in order that the Parent Chairman or the Company Chairman, as applicable, serve as a director of Newco from the end of the Transition Period until the election of directors first following December 31, 2005.
Board Seats. The holders of the Series A Preferred Stock, voting as a separate series, shall be entitled to elect one director of the Corporation. The holder of the Series B Preferred Stock, voting as a separate series, shall be entitled to elect one director of the Corporation. The holders of the Common Stock, voting as a separate class, shall be entitled to elect the remaining directors of the Corporation. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Preferred Stock then outstanding shall constitute a quorum of Series A Preferred Stock for the election of the director to be elected solely by the holders of Series A Preferred Stock; and the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series B Preferred Stock then outstanding shall constitute a quorum of Series B Preferred Stock for the election of the director to be elected solely by the holders of Series B Preferred Stock. A vacancy in the directorship elected by the holders of the Series A Preferred Stock shall be filled only by vote or written consent of the holders of the Series A Preferred Stock. A vacancy in the directorship elected by the holders of Series B Preferred Stock shall be filled only by vote or written consent of the holders of Series B Preferred Stock. A vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or written consent of the holders of the Common Stock.
Board Seats. At the time of Closing, BLD shall have the right to designate two out of the five members of the Company’s board of directors (the “Board”) (the “BLD Nominees”) and BTTC shall have the right to designate two out of the five members of the Board (the “BTTC Nominees”). The BLD Nominees and the BTTC Nominees shall collectively select a fifth designee to the Board who must be “independent” (as defined in federal securities laws and the Nasdaq Listing Rules) at such time as required either by the OTC Markets or Nasdaq). BTTC shall support the BLD Nominees in their election to the Board and BLD shall support the BTTC Nominees in their election to the Board.
Board Seats. (a) On the Closing Date or as soon as practicable thereafter, the Company Board shall fix the number of directors at fifteen (15), of which five individuals, selected by Purchasers as representatives of Purchasers as set forth below (the “Board Representatives”), shall be appointed to the Company Board and commence serving on the Company Board immediately thereafter, subject to satisfactory completion of a Directors & Officers questionnaire and provision of other background information as may be reasonably requested by the Company, and subject to any required approvals of Regulatory Authorities. On the Closing Date or as soon as practicable thereafter, the Company shall also cause two of the Board Representatives, at the option of the Required Purchasers, to be appointed to the Executive Committee of the Company Board (or any successor committee thereto). The Board Representatives shall be added to each class of the Company Board as the Company and Purchasers shall mutually determine so that an approximately equal number of Board Representatives will be added to each class. Within sixty (60) days after the Closing Date, the Company shall cause the Company Board’s composition to be as follows: (i) the five Board Representatives; (ii) five other continuing directors; and (iii) five other directors, mutually agreeable to the Company and Purchasers. On the Closing Date or as soon as practicable thereafter, the Company shall cause Colonial Bank to fix the number of directors on the board of Colonial Bank at thirteen (13), and shall cause Colonial Bank to add the five Board Representatives to the Colonial Bank Board of Directors as well.
(b) Regardless of the classes in which the Board Representatives have been placed, the Company shall include the Board Representatives in the Company’s slate of director nominees recommended by the Company Board to be voted on by stockholders of the Company at the 2010 Annual Meeting of Stockholders (the “2010 Meeting”), subject to satisfaction of all legal and governance requirements applicable to all board members regarding service as a director of the Company, including any applicable NYSE requirements. The Company shall also cause two Board Representatives to be re-appointed to the Executive Committee of the Company Board (or any successor committee thereto).
(c) Through the 2010 Meeting and, assuming the Board Representatives are re-elected at the 2010 Meeting by the stockholders of the Company, through the 2011 Annual Meet...
Board Seats. At or promptly following the Effective Time, Peoples shall take all action necessary to elect two members of the NB&T Financial Board, each of whom shall be selected by Peoples, to the Peoples Board.
Board Seats. If it elects to consummate its purchase of a controlling interest in [Company], Purchaser shall promptly cause the holder of such interest or their designated representative to collectively hold one (1) seat on the Board of Directors of for a period of not less than two (2) years from the date of the closing of the purchase.
