Director Appointment Right Sample Clauses

Director Appointment Right. For so long as X. Xxxxx and its Affiliates beneficially own at least four percent (4%) of the outstanding shares of the Company’s Common Stock, X. Xxxxx shall have the right, but not the obligation, to nominate one (1) member to the Board (the “X. Xxxxx Nominee”), who shall initially be Xxxxxxx X. Xxxxx (the “Initial X. Xxxxx Nominee”), and the Company shall include, and shall use its commercially reasonable efforts to cause the Board, whether acting through a committee of the Board or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a Class I Director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the X. Xxxxx Nominee. The Board has taken action such that the Initial X. Xxxxx Nominee shall be appointed to the Board as a Class I Director concurrently with or prior to the consummation of the Transaction (as defined in the Stock Purchase Agreement) (the “Closing”). The X. Xxxxx Nominee shall, in the reasonable judgment of the Board, have the requisite skill and experience to serve as a director of a publicly traded company, not be prohibited or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, the New York Stock Exchange (or, if different, the listing exchange on which the Common Stock is traded) or by applicable law and otherwise be reasonably acceptable to the Company. For the avoidance
Sample 1
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Director Appointment Right. For so long as the Shareholder Parties, in the aggregate, own the Requisite Preferred Amount, the Shareholder shall have the right to appoint one (1) of seven (7) Directors to the Company Board. The Shareholder Parties shall provide the Company such information about the individual so appointed as the Company may reasonably request, including customary questionnaires duly completed and executed by such individual. Except as provided in the Articles on the date hereof or as required by Law, all decisions by the Company Board will require the approval of a majority of the entire Company Board. For so long as the Shareholder Parties, in the aggregate, own the Requisite Preferred Amount, to the extent the Company Board amends the Articles or the Bylaws of the Company or passes any other resolution in each case having the effect of increasing the size of the Company Board to greater than seven (7) Directors without the consent of the Shareholder, then from such time as such change in the size of the Company Board becomes effective, the Shareholder shall have the right to appoint two (2) Directors in total. For so long as the Shareholder Parties have the right to nominate Directors pursuant to this Section 7.1, the Company shall take all actions necessary and appropriate, to the extent reasonably practicable, to cause the persons designated by the Shareholder in accordance with this Agreement to become and remain a member of the Company Board effective at such time as the Shareholder may elect, including by (i) causing the Company Board to have sufficient vacancies to permit such persons to be added as members of the Company Board, provided, however, that in the event that the Company does not have the right to create such sufficient vacancies by action of the Company Board without a vote of the Company’s shareholders, the creation of such vacancies shall be effected as soon as practicable and subject to any required shareholder approvals, (ii) nominating such persons for election to the Company Board, and (iii) recommending that the Company’s shareholders vote in favor of the persons nominated by the Shareholder in all subsequent shareholder meetings. In the event of the death, disability, resignation or removal of any person designated by the Shareholder as a Director, subject to the continuing satisfaction of the applicable threshold set forth in this Section 7.1, as applicable, the Shareholder may designate a person to replace such person and the Company sha...
Sample 1
Director Appointment Right 
Sample 1

Related to Director Appointment Right

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

  • Board Appointments (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that will become effective no later than upon the conclusion of the 2020 Annual Meeting.

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • APPOINTMENT OF ADVISOR The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • Termination of Appointment (a) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 90 days’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding, (i) such notice shall not expire less than 45 days before any date upon which any payment is due in respect of any Relevant Notes and (ii) notice shall be given in accordance with Condition 16 to the holders of the Relevant Notes at least 30 days prior to any removal of the Calculation Agent.

  • Appointment of Director 18 Section 7.10

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • SUCCESSOR APPOINTED If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

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