Common use of Board Seats Clause in Contracts

Board Seats. Prior to the Effective Time, but effective only as of the Effective Time and contingent upon Closing, Parent shall appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a current member of the Company Board, and one other current member of the Company Board (together with Mr. Major, the “Company Directors”) to the Parent Board to fill a vacancy in Class I and Class III of directors slate, or otherwise increase the size of the board of Parent by two (2) to effectuate the Company Director inclusion in the Class I and Class III of directors slate, subject to fiduciary duties of the Parent Board, with Mr. ▇▇▇▇▇ being appointed as a Class I director. Parent shall, subject to its standard corporate governance practices and the standard director evaluation, selection and nomination process of Parent’s nominating committee, nominate and recommend the Company Directors, for election at the next applicable annual meeting of the shareholders of Parent following the Effective Time at which such class of the Parent Board is up for election (as applicable, the “Next Annual Meeting”). Additionally, Parent Board shall, subject to Parent’s standard corporate governance practices and the standard director evaluation, selection and nomination process of Parent’s nominating committee, consider, in good faith, adding an additional current member of the Company Board (the “Additional Company Director”) to the Parent Board to fill a vacancy in Class II of directors slate, or otherwise increase the size of the board of Parent by one (1) to effectuate the Additional Company Director inclusion in Class II of directors slate if the Additional Company Director is added. Parent shall, subject to fiduciary duties of the Parent Board, nominate and recommend the Additional Company Director, for election at the Next Annual Meeting. Parent shall (a) cause each of the Company Directors and, if appointed, the Additional Company Director, subject to fiduciary duties of the Parent Board, to serve on the board of directors of QNB Bank so long as such individual serves on the Parent Board, (b) cause each of the Parent Board and the board of directors of QNB Bank to waive any director retirement age or director qualification limitations in any of the organizational or governance documents, policies or procedures of Parent or QNB Bank, as applicable, to effectuate the appointments and renominations set forth in this Section 6.23, (c) solely to the extent Mr. ▇▇▇▇▇ is elected to, and serves the entirety of, a second term as a director of the Federal Home Loan Bank of Pittsburgh (the “FHLB‑Pittsburgh”) following the expiration of his current term as a director of the FHLB‑Pittsburgh on December 31, 2025, take all actions necessary to ensure that Mr. ▇▇▇▇▇ serves as a director of QNB Bank for the time period required for him to complete two (2) additional consecutive terms as a director of the FHLB‑Pittsburgh, and (d) upon the Effective Time, (1) amend the Parent Bylaws and the bylaws of QNB Bank to establish the position of Vice Chair of the Parent Board and the Board of Directors of QNB Bank and (2) appoint Mr. Major as Vice Chair of the Parent Board and as Chair of the Strategic Planning Committee of the Parent Board and as Vice Chair the board of directors of QNB Bank.

Board Seats. Prior (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 Effective TimeCompany Board and commence serving on the Company Board immediately thereafter, but effective only 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 Effective Time and contingent upon ClosingBoard Representatives, Parent shall appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a current member at the option of the Company BoardRequired Purchasers, and one other current member to be appointed to the Executive Committee of the Company Board (together with Mr. Majoror 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 Directors”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 Parent Board Company and Purchasers. On the Closing Date or as soon as practicable thereafter, the Company shall cause Colonial Bank to fill a vacancy in Class I and Class III fix the number of directors slate, or otherwise increase the size of on the board of Parent by two Colonial Bank at thirteen (213), and shall cause Colonial Bank to add the five Board Representatives to the Colonial Bank Board of Directors as well. (b) to effectuate Regardless of the classes in which the Board Representatives have been placed, the Company Director inclusion shall include the Board Representatives in the Class I and Class III Company’s slate of directors slatedirector 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 fiduciary duties satisfaction of all legal and governance requirements applicable to all board members regarding service as a director of the Parent BoardCompany, with Mr. ▇▇▇▇▇ being including any applicable NYSE requirements. The Company shall also cause two Board Representatives to be re-appointed as a Class I director. Parent shall, subject to its standard corporate governance practices and the standard director evaluation, selection and nomination process of Parent’s nominating committee, nominate and recommend the Company Directors, for election at the next applicable annual meeting of the shareholders of Parent following the Effective Time at which such class of the Parent Board is up for election (as applicable, the “Next Annual Meeting”). Additionally, Parent Board shall, subject to Parent’s standard corporate governance practices and the standard director evaluation, selection and nomination process of Parent’s nominating committee, consider, in good faith, adding an additional current member Executive Committee of the Company Board (or any successor committee thereto). (c) Through the “Additional Company Director”) to 2010 Meeting and, assuming the Parent Board to fill a vacancy in Class II of directors slate, or otherwise increase Representatives are re-elected at the size 2010 Meeting by the stockholders of the board Company, through the 2011 Annual Meeting of Parent by one (1) Stockholders, and consistent with any applicable rules of the NYSE, the Required Purchasers shall have the power to effectuate designate a replacement for a Board Representative upon the Additional Company Director inclusion in Class II death, resignation, retirement, disqualification or removal from office of directors slate if the Additional Company Director is added. Parent shallsuch director, subject to fiduciary duties satisfaction of all legal and governance requirements applicable to all board members regarding service as a director of the Parent Board, nominate and recommend Company. (d) Notwithstanding anything to the Additional Company Director, for election at the Next Annual Meeting. Parent shall (a) cause each of the Company Directors and, if appointed, the Additional Company Director, subject to fiduciary duties of the Parent Board, to serve on the board of directors of QNB Bank so long as such individual serves on the Parent Board, (b) cause each of the Parent Board and the board of directors of QNB Bank to waive any director retirement age or director qualification limitations in any of the organizational or governance documents, policies or procedures of Parent or QNB Bank, as applicable, to effectuate the appointments and renominations contrary set forth in this Section 6.236.7, at the time of the 2010 Meeting or the 2011 Annual Meeting of Stockholders, as the case may be, (ci) solely in the event that Purchasers hold, on an aggregate as-converted basis, less than fifty percent (50%) but greater than or equal to the extent Mr. ▇▇▇▇▇ is elected to, and serves the entirety of, a second term as a director twenty-five percent (25%) of the Federal Home Loan Bank number of Pittsburgh (Shares acquired by Purchasers under this Agreement, then the “FHLB‑Pittsburgh”) following the expiration of his current term as a director Required Purchasers shall be entitled to appoint three Board Representatives and one member of the FHLB‑Pittsburgh on December 31, 2025, take all actions necessary to ensure that Mr. ▇▇▇▇▇ serves as a director of QNB Bank for the time period required for him to complete two (2) additional consecutive terms as a director of the FHLB‑PittsburghExecutive Committee, and (dii) upon in the Effective Timeevent that Purchasers hold, on an aggregate as-converted basis, less than twenty-five percent (125%) amend the Parent Bylaws and the bylaws of QNB Bank to establish the position of Vice Chair of the Parent number of Shares acquired by Purchasers under this Agreement, Purchasers shall not have the right under this Section 6.7 to appoint any Board and the Board of Directors of QNB Bank and (2) appoint Mr. Major as Vice Chair Representatives or members of the Parent Board and as Chair of the Strategic Planning Committee of the Parent Board and as Vice Chair the board of directors of QNB BankExecutive Committee.