Continuing Board Representation. (a) As long as the Holders, in the aggregate, own Stockholder Shares constituting at least 20% of the outstanding Company Common Stock, the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company for election to the Board to consist of such nominees that, if elected, would result in a Board that included two, and only two, individuals designated by the Stockholder, at least one of whom will be an Independent Director.
Continuing Board Representation. (a) Except as otherwise expressly provided by the provisions of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement).
Continuing Board Representation. Until such time as the Original Stockholders no longer beneficially own shares representing in the aggregate at least 10% of the outstanding shares of Company Common Stock or 25% of the Original Stockholders initial holdings, if less, the Company covenants and agrees as follows:
Continuing Board Representation. Until the termination or expiration of the Consulting Agreement, OPS agrees that it will not take or recommend to its shareholders any action that would (i) cause the Board of Directors to consist of greater than ten (10) directors; provided that if a LLC Director resigns from the Board of Directors, OPS shall have the right to reduce the size of the Board of Directors to eliminate the vacancy or to fill the vacancy thereby created with a nominee approved by the Continuing Directors, or (ii) result in any amendment to the Bylaws of OPS in effect on the date hereof that would impose any qualifications on the eligibility of directors of OPS to serve on any committee of the Board of Directors, except as may be required by the then-current rules and regulations of the Nasdaq National Market (the "Nasdaq Rules"), the rules and regulations under the Internal Revenue Code of 1986, as amended, relating to the qualification of employee stock benefit plans and the deductibility of compensation paid to executive officers, the rules and regulations under Section 16(b) of the Exchange Act, including Rule 16b-3 thereunder or any successor rule, and OPS's Bylaws.
Continuing Board Representation. (a) Until the earlier to occur of (i) the date that the RIC Ownership Percentage is less than twenty percent (20%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1 below), LandAmerica agrees that, except as otherwise agreed to by a majority of the RIC Directors, LandAmerica will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than fourteen (14) directors divided into two (2) classes of five (5) directors each and one class of four (4) directors. At the time that the RIC Ownership Percentage is reduced to less than twenty percent (20%), LandAmerica may take such action as may be necessary to reduce the Board of Directors to twelve (12) directors, and at the time that the RIC Ownership Percentage is reduced to less than fifteen percent (15%), LandAmerica may take such action as may be necessary to reduce the Board of Directors to eleven (11)
Continuing Board Representation. As long as (i) ------------------------------- Xxxxx continues to be an officer of the Company, and (ii) Xxxxx (or her LLC) owns at least twenty percent (20%) of her (or her LLC's) Initial Shares, the LLCs or Principal Stockholders, as the case may be, may nominate Xxxxx for appointment to the Board and the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company for election to the Board to include Xxxxx. In the event Xxxxx ceases to serve as an officer of the Company, she shall immediately resign her directorship. In the event Xxxxx (or her LLC) sells more than eighty percent (80%) of her (or her LLC's) respective Initial Shares, she may continue to serve as a director until the expiration of her then current term.
Continuing Board Representation. For so long as the Purchaser holds at least seventy five percent (75%) of the Shares purchased hereunder, the Company undertakes to nominate to the first available seat on the Board of Directors of the Company, a candidate put forward by the Purchaser; provided, however, that such candidate must meets all the necessary criteria required by the American Stock Exchange (the “AMEX”) and the SEC to qualify as “independent director” and must otherwise be reasonably acceptable to the Nominating Committee of the Board of Directors of the Company.
Continuing Board Representation. (a) For so long as members of the KPC Affiliated Group own, in the aggregate, at least four percent (4%), (i) of the voting power of Outstanding Voting Stock, or (ii) of all the Outstanding Ordinary Shares, SFIC shall, subject to Section 3.5, the next succeeding sentence of this Section 3.2(a) and the Companies Law (2001 Second Revision) of the Cayman Islands, exercise all authority under applicable law to cause any slate of Directors presented to the shareholders of SFIC for election to the Board to consist of such nominees that, if elected, would result in a Board that includes KPC Designees such that, after giving effect to the election of such KPC Designees to the Board, the number of KPC Designees then serving as Directors shall equal the product (rounded up to the nearest whole number) of (i) the total number of Directors constituting the whole Board, multiplied by (ii) the KPC Ownership Percentage on the date such slate of Directors is presented to the shareholders of SFIC. As used herein, the "KPC Ownership Percentage" means, (i) as of any date on and after the date any member of the KPC Affiliated Group has sold or otherwise disposed of any Outstanding Voting Stock (the "Disposition Date") the percentage of the voting power of all Outstanding Voting Stock represented by shares of Outstanding Voting Stock which are owned by members of the KPC Affiliated Group on such date, which shares were also owned on the date of the Merger Agreement by members of the KPC Affiliated Group, and (ii) as of any date prior to the Disposition Date, the percentage of the voting power of all Outstanding Voting Stock immediately following the Effective Time represented by shares of Outstanding Voting Stock which are owned by members of the KPC Affiliated Group on such date, which shares were also owned immediately following the Effective Time by members of the KPC Affiliated Group. Notwithstanding anything to the contrary in the foregoing, it is understood and agreed that, as long as SFIC Holdings has the right pursuant to the first sentence of this Section 3.2(a) to designate a Director, the number of KPC Designees entitled to be nominated for election to the Board pursuant to the first sentence of this Section 3.2(a) shall be not less than (i) three until such time as the KPC Ownership Percentage is reduced to less than 12.5% and equal to or greater than 7.5%, at which time the number of KPC Designees entitled to be so nominated shall be reduced from three to two, (ii...
Continuing Board Representation. From and after the Effective Time, the Company shall not be required to nominate either Fiondella or the Holdings Designee as a director of the Company nor xxxxxxxx a Board seat for either Fiondella or the Holdings Designee, except as otherwise set forth ix Xxxxxxx 2.3(a) above. Fiondella shall be subject to the same nomination and election prxxxxx xx other directors generally from and after the Effective Time.
Continuing Board Representation. From and after the Effective Time, the Company shall not be required to nominate either Xxxxxxxxx or the Holdings Designee as a director of the Company nor maintain a Board seat for either Xxxxxxxxx or the Holdings Designee, except as otherwise set forth in Section 2.3(a) above. Xxxxxxxxx shall be subject to the same nomination and election process as other directors generally from and after the Effective Time.
