Director Nominee. If the Company has not entered into a definitive agreement to merge with, or sell substantially all of its assets to, another person or entity within six (6) months from the date of this Agreement, Ben-Xxxxxx xxxll be entitled to designate one director to the class of directors that serve until the Annual Meeting of stockholders of the Company to be held in 2002 (the "2002 ANNUAL MEETING") and, with respect to the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director of the class of directors of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee (i) will qualify as an "independent" director, (ii) is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors of the Company and all of the covenants under Sections 1 and 2 of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Securities Act of 1933, as amended. So long as Ben-Xxxxxx xx entitled to designate one director in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination and election at the 2002 Annual Meeting.
Director Nominee. The designee of Purchaser, if any, shall have been elected to the Board of Trust Managers of GREAT in accordance with Section 5.1(h).
Director Nominee. For as long as the Notes remain outstanding, the Investors shall have the right to nominate one director to the Company's Board (“Investor Nominee”). The Board, subject to its fiduciary responsibilities, shall appoint such Investor Nominee as a director to fill the vacancy created by Xxx Xxxxx'x resignation from the Board and to serve the unexpired term, unless terminated earlier upon resignation, death or removal by the Board. The Board, subject to its fiduciary responsibilities, shall include the Investor Nominee (i) on the Corporate Governance and Nominating Committee, and (ii) on the slate of directors nominated by the Board to be elected by the shareholders at the Shareholder Meeting (as defined under Section 7(c)) if the Investor Nominee is designated by the Investors no later than by July 15, 2011 or within a reasonable time in order to provide the Company sufficient time to include the Investor Nominee in the applicable proxy statement in compliance with applicable laws. If the Investor Nominee resigns, dies or is removed by the Board before the expiration of his or her term, the Board, subject to its fiduciary responsibilities, shall fill such board vacancy with another Investor Nominee to serve the remaining unexpired term.
Director Nominee. The Company Board Designee shall have been appointed to Parent’s board of directors in accordance with Section 1.12, with such appointment to be effective as of immediately following the Effective Time.
Director Nominee. The PE Shareholders shall be entitled to designate one person for election to the Board of Directors of Parent (the "Designee") prior to Parent's Annual Meeting of Shareholders held next following the Effective Time. Unless waived by the Designee or unless the Designee has not been named within 10 days prior to the date Parent mails to shareholders its Proxy Statement for such Annual Meeting, Parent also shall take such action as may be reasonably necessary to nominate the Designee for election to the Board of Directors at such Annual Meeting.
Director Nominee. At the Effective Time, AMRE shall take such action as is necessary in order to enable one individual designated by the Company to be elected to AMRE's Board of Directors (the "DESIGNEE"). The Company has selected as the Designee Murrxx Xxxxx.
Director Nominee. Within 30 days following the Closing, the Company shall appoint Xxxxx Xxxxxxx to the Company’s Board of Directors. The Company shall nominate Xxxxx Xxxxxxx (or a nominee designated by the holders of a majority of the Shares held by the Purchasers in the event Xxxxx Xxxxxxx is no longer willing or able to serve as a director) for each of the next four annual meetings of the Company’s stockholders and the Company undertakes to include such nominee in its proxy statement for each such annual meeting of the Company’s stockholders. The Company’s obligations under this Section 6.2.12 shall expire if the Purchasers in the aggregate cease to own at least 50% of the Shares purchased hereunder.
Director Nominee. Having considered the request of the Shareholders that the Nominee, an individual selected by the Shareholders, be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director, the Corporate Governance and Nominating Committee of the Board (the “Governance Committee”) has reviewed the nomination and has recommended the appointment of the Nominee as a director of the Company on the terms set out in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has as of this date increased the size of the Board and appointed the Nominee to serve on the Board until the date of the next annual meeting of shareholders of the Company in 2009 (including any adjournment or postponement thereof) (the “2009 Meeting”). The Nominee has been approved for membership on, and invited to join, the Governance Committee and the Human Resources and Compensation Committee of the Board.
Director Nominee. One member of Bank's Board of Directors, namely, H. Lee Xxxxxx, xxall be nominated to serve on the Board of Directors of (i) Bancshares for a one (1) year term at the first annual meeting of shareholders which occurs after the Effective Time ("Annual Meeting"), which is anticipated to be the March/April, 1998 meeting and (ii) Citizens for a one (1) year term at the organizational meeting following the Annual Meeting. Thereafter, management of Bancshares and Citizens shall cause the Nominating Committees of Bancshares and Citizens to consider Mr. Xxxxxx'x xxxination for further terms as a director, subject to applicable qualification criteria, retirement policies, etc. from time to time utilized by such committees.
Director Nominee. So long as Purchaser holds at least 13% of the total voting power of the Company Equity (as defined above), Purchaser shall have the right to designate one nominee (the "Purchaser Nominee") for election as a Director of the Company at any and all meetings of stockholders of the Company at which directors are to be elected or removed. So long as Purchaser has the right to designate a Purchaser Nominee, the Company shall notify Purchaser of any meeting of stockholders of the Company at which Directors are to be elected prior to filing materials with the Securities and Exchange Commission relating to such meeting. If Purchaser fails to designate the Purchaser Nominee, the Company may nominate a person to stand for election in place of the Purchaser Nominee to serve as a director until the next election of directors.
