Director Appointment Sample Clauses

Director Appointment. The Board of Directors of CDBeat shall have been expanded to two members and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have been elected to fill the vacancy resulting from such expansion.

Director Appointment. Effective as of Closing, Glacier has appointed Ralp▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ serve on Glacier's board of directors.

Director Appointment. The Company shall have received evidence reasonably satisfactory to it that immediately after the Closing, PPD shall have the right to appoint one member of the board of directors of Parent.

Director Appointment. Effective as of the date hereof, the size of the Board of Directors of the Company (the “Board”) shall increase to fourteen (14) directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇. ▇▇▇▇▇”), the grandson of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the founder of the Company, shall be appointed to fill the vacancy so created, with ▇▇. ▇▇▇▇▇ serving as a director until the next election of directors and until his successor is duly elected and qualified or until his earlier resignation or removal, subject to the terms of this Agreement. Subject to Paragraph 4, unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by any of the Pulte Parties that either is incapable of being cured or if capable of being cured has not been cured within ten (10) business days after the Pulte Parties have received written notice from the Company of such material breach, (a) the Company shall include ▇▇. ▇▇▇▇▇ on its slate of nominees for the election of directors at its 2017 Annual Meeting of Shareholders in the proxy statement for such Annual Meeting of Shareholders and (b) with respect to such 2017 Annual Meeting of Shareholders, (i) the Board shall recommend (and shall not change such recommendation in a manner adverse to ▇▇. ▇▇▇▇▇) that the Company’s shareholders vote in favor of the Board’s entire slate (including ▇▇. ▇▇▇▇▇) and (ii) the Company shall solicit proxies for the Board’s entire slate (including ▇▇. ▇▇▇▇▇) and otherwise support ▇▇. ▇▇▇▇▇ for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. Notwithstanding anything to the contrary in this Agreement, the Company’s and Board’s obligations in this Paragraph 1 shall terminate prior to the Expiration Date at such time as the Pulte Parties’ aggregate beneficial ownership decrease to less than 3.0% of the Company common shares (excluding from such calculations any common shares issued by the Company after the date hereof). Subsequent to the 2017 Annual Meeting of Shareholders, for so long as ▇▇. ▇▇▇▇▇ remains a director of the Company, the Company shall provide written notice to ▇▇. ▇▇▇▇▇ whether, as of the date of such notice, the Company intends to include ▇▇. ▇▇▇▇▇ on its slate of nominees for election of directors for its next annual meeting of shareholders no later than the date that is thirty (30) days prior to the deadline for the submission of shareho...

Director Appointment. Before the Effective Time, each of Buyer and Buyer Bank shall take all required action to appoint J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to serve as a director of Buyer and Buyer Bank effective as of the Effective Time. In connection with the consummation of the Merger, Buyer shall form advisory boards for its North and South Carolina Markets consisting of the individuals listed on Section 6.19 of the Buyer Disclosure Schedule.

Director Appointment. Parent agrees that it will cause to be appointed the Agreed Individual to the Parent Board promptly after the Effective

Director Appointment. So long as the Purchaser together with its Affiliates continue to own at least 2,000,000 shares of the Common Stock (the “Director Appointment Right Threshold”) after giving effect to the number of Warrant Shares issuable upon exercise of the Warrants (provided, that if, and as often as, there are any changes in the shares of Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Section 4(j), as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Securities as so changed), the Purchaser shall have the right to designate one (1) person (the “Purchaser Director”) to be appointed as a director on the Company Board; provided that the Purchaser Director must qualify as an independent director under Nasdaq independence rules and is reasonably acceptable to the Company Board. The initial Purchaser Director designated by the Purchaser is ▇▇▇▇▇▇ ▇▇▇▇▇. The Company shall take all necessary and desirable actions (including for the avoidance of doubt, making any necessary amendments to any applicable shareholder agreement or operating agreement) such that at Closing, the Purchaser Director shall be appointed as a director of the Company to serve as a director of the Company until his successor is duly elected and qualified, subject to his earlier death, resignation, disqualification or removal (including by reason of the ownership of Purchaser together with its Affiliates in the Common Stock falling below the Director Appointment Right Threshold). Subsequent to the initial appointment, the Company shall include the Purchaser Director in its annual proxy materials delivered to stockholders in connection with each annual or special meeting of stockholders at which directors are to be elected and shall recommend the Purchaser Director for election in the same manner as other nominees approved by the Company Board. If, following election to the Company Board, the Purchaser Director dies, resigns, is disqualified or is removed and the Purchaser then has the right to nominate a Purchaser Director pursuant to this Section 4(j), then the Purchaser shall be entitled to nominate a replacement Purchaser Director. The Purchaser Director shall be entitled to reimbursement of his or her reasonable and documented out-of-pocket ex...

Director Appointment. (i) Effective from and after the Closing, upon the request of the Buyers at any time or from time to time, each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to cause an individual nominated by the Buyers (such individual may be designated or replaced by the Buyers from time to time, the “Nominee”) to promptly become elected or appointed as a director of the Company; provided that such individual is not prohibited by any applicable law or stock exchange rules to be a public company director. The covenant in this Section 4(b)(i) shall continue for so long as such Selling Stockholder continues to beneficially own five percent (5%) or more of the total outstanding voting stock of the Company. In furtherance and not in limitation of the foregoing, upon the request of the Buyers, each of the Selling Stockholders shall, to the extent allowed under Delaware law, promptly (A) use her best efforts to cause the board of directors to, and shall take any and all other necessary or desirable actions to, expand the size of the board of directors by one member and appoint the Nominee to fill such newly created vacancy; (B) use her best efforts to cause the board of directors to, and shall take any and all other necessary or desirable actions to, nominate the Nominee for election or re-election as a director of the Company at any annual or special meeting of stockholders; (C) vote all Common Stock and other securities of the Company beneficially owned by her (including securities acquired after the date hereof) at any annual or special meeting of stockholders, and/or execute written consents in lieu of any annual or special meeting of stockholders, to elect the Nominee as a director of the Company; and/or (D) take any and all necessary or desirable actions (including all or a combination of the above, calling any meeting of stockholders, amending any provision of the bylaws of the Company, etc.) to ensure that the Nominee is appointed as a director promptly upon the Buyer’s request. (ii) Effective from and after the Closing, upon the request of the Buyers at any time and from time to time, each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to cause the Company to promptly appoint an individual designated by the Buyers as an observer to the Company’s board of directors, with the right to attend and participate in all meetings of the Company’s board of d...

Director Appointment. Within one (1) month after the Closing Date, the Company and the Sponsor Shareholders shall cause one person designated by the Investor to be appointed to the board of directors of each of the WFOE and the PRCCo.