Company Board Sample Clauses

Company Board. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the “Company Board”). Unless otherwise provided herein, the Company Board shall have the sole authority to manage the Company and is authorized to perform all actions necessary or advisable to the accomplishment of the purposes and authorized acts of the Company, as specified in Section 7 hereof, and, to the extent permitted by the Act, may delegate any or all such rights and powers to other persons.

Company Board. During the term, the Company will use its best efforts to nominate and recommend Executive for election to the Company’s board of directors.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the RBS Designee to be a member of each of the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any ob...

Company Board. “Company Board” shall mean the board of directors of the Company in office at any given time.

Company Board. 3.3(b) Company Common Stock................................................................................2.1(b) Company Disclosure Schedule....................................................................Article III

Company Board. (a) The Sellers’ Representative, acting on behalf of the Initial Preferred Holders and their Affiliated Transferees (the “Nominating Shareholders”) shall have the right to designate individuals to serve on the Company Board (“Preferred Nominees”) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directors. (b) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in the ...

Company Board. (a) Promptly (but in any event within two business days) upon the purchase by Parent of a majority of the outstanding Shares pursuant to the Offer, either (a) a majority of the members of the Board of Directors of the Company shall resign and the remaining members of the Board of Directors of the Company shall fill all of the Board positions so vacated with persons designated by Parent or (b) the size of the Board of Directors of the Company shall be expanded and the vacant seats filled with persons designated by Parent so that Parent's designees shall constitute a majority of the members of the Board of Directors of the Company. In either case, at all times thereafter through the Effective Time a majority of the members of the Board of Directors of the Company shall be persons designated by Parent. (b) The Company's obligation to appoint designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14e-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 7.10 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14e-1 to fulfill such obligations. Parent or Newco shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14e-1. (c) Following the election of designees of Newco pursuant to this Section 7.10, prior to the Effective Time, any amendment of this Agreement or the Articles of Incorporation or By-laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Newco or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who are directors as of the date hereof or persons designated by such directors and who were neither designated by Newco nor employees of the Company ("Continuing Directors"). Prior to the Effective Time, the Company and Newco shall use all reasonable efforts to ensure that the Company's Board of Directors at all times includes at least three Continuing Directors.

Company Board. Section 2.3(a) . . . . . . . . . 9

Company Board. CFI and the Company shall take all steps necessary to elect as directors of the Company, on or prior to the Distribution Date, the persons named in the Form 10 to constitute the board of directors of the Company on the Distribution Date.