Directorships and Committees Sample Clauses

Directorships and Committees. SCPIE agrees that Xxxxxx Xxxxxxxx (“Xxxxxxxx”) will be appointed to the Board of SCPIE, effective January 15, 2007, and in accordance with the following terms: x. Xxxxxxxx will be appointed to the Class of Directors of SCPIE whose terms expire at the 2007 Annual Meeting and to the Strategic Planning Committee of the SCPIE Board. x. Xxxxxxxx will be entitled to receive the identical compensation and benefits being paid to the other non-employee Directors of SCPIE. c. No member of the Xxxxxxxx Group shall accept any incentive or compensation that would influence any member of the Xxxxxxxx Group to recommend that SCPIE enter into a transaction for the sale of SCPIE or to recommend any other significant initiative affecting SCPIE and its stockholders. For purposes of this subparagraph 5(c), neither an increase in the value of the Xxxxxxxx Group’s holdings in SCPIE shares nor any fees earned by Xxxxxxxx in connection with managing his limited partnerships shall constitute an incentive or compensation hereunder. d. SCPIE and its Board agree to nominate and support Xxxxxxxx for re-election to the Board of SCPIE at the 2007 Annual Meeting for a term that expires at the 2010 Annual Meeting of Stockholders.

Directorships and Committees. Each of Xxxxxxx and Goodbody shall be appointed to the Board of Directors of Haven and the Board of Directors of CFS Bank (the "Bank"). Goodbody shall be appointed to the Class of Directors that is up for election in 2001, and Xxxxxxx shall be appointed to the Class of Directors that is up for election in 2002. Not later than April 10, 2000, Haven shall take all necessary action, including the amendment of the by-laws of Haven by the Board of Directors, as may be required to permit such appointments. a. For so long as Xxxxxxx and Goodbody are members of the Board of Directors of Haven and the Bank, Xxxxxxx and Xxxxxxxx shall be appointed to and be a member of the Special Committee of the Board of Directors of Haven, currently consisting of Messrs. Xxxxxxx X. XxXxxxx, Xx., Xxxxx Xxxxx and Xxxxxx X. Xxxxxxx, that is working with Xxxxxx Brothers Inc. to explore strategic alternatives for Haven. b. For so long as Xxxxxxx and Xxxxxxxx are members of the Board of Directors of Haven and the Bank, one of Xxxxxxx and Goodbody shall be appointed to and be members of each of the following Committees of the Board of Directors of Haven and of the Bank: Loan, Audit, Finance, Compensation and Nomination. x. Xxxxxxx and Xxxxxxxx shall be entitled to receive the compensation and benefits generally available to directors of Haven and the Bank.

Directorships and Committees. HCBB agrees that within seven (7) days ------------------------------ after the Stilwell Director's execution xx xxx Xgreement, the Stilwell Director will be appxxxxxx xo the Board of Directors of HCBB and the Boards of Directors of each of HCBB's wholly owned subsidiaries ("Subsidiaries"). (The Board of Directors of HCBB or its Subsidiary may be referred to hereinafter individually as the "Board", or collectively as the "Boards"). a. The Stilwell Director will be apxxxxxxx to the Class of Directors of HCBB whose terms expire at the 2003 Annual Meeting of Stockholders. The procedure for the selection of the Stilwell Director shall be ax xxxxxxs: The Stilwell Group will propose a xxxxxxxx to HCBB ("Proposed Director"). If the Proposed Director is not reasonably determined by HCBB to be qualified to sit as a director, Stilwell shall be entitled xx xxxxxse additional candidates to HCBB until HCBB approves a candidate as a Stilwell Director ("Additional Candidates"). HCBB will not unreasonably withhold approval of the Proposed Director or any Additional Candidates. The Stilwell Group SHALL SUBMIT TXX XXXX AND RESUME OF THE PROPOSED DIRECTOR WITHIN THREE (3) DAYS FROM THE EXECUTION OF THIS AGREEMENT AND HCBB WILL MAKE ITS DETERMINATION WITHIN TEN (10) DAYS THEREAFTER. IF HCBB WISHES TO MEET THE PROPOSED DIRECTOR IN PERSON, THE STILWELL GROUP WILL MAKE THE XXXPOSED DIRECTOR AVAILABLE TO HCBB AT A MUTUALLY CONVENIENT DATE, WITHIN SUCH TEN (10) DAYS. IF NECESSARY, THE PARTIES WILL FOLLOW THE SAME TIMETABLE FOR ANY Additional Candidates, with the period beginning from the time HCBB rejects the Proposed Director or previous Additional Candidate. The Stilwell Director shall execxxx xxxx Agreement upon his approval by HCBB. b. HCBB and its Subsidiaries agree to make all necessary amendments to their by-laws or certificates of incorporation to enable the Stilwell Director to sit xx xxx Xoards, including to expand the Boards and provide that any residency requirements be inapplicable to the Stilwell Director. x. Xxx Stilwell Director will be enxxxxxx xo receive the identical compensation and benefits being paid to the two newest non-employee directors of HCBB. d. The Stilwell Group shall not provxxx, xxd the Stilwell Director shall xxx xxxxpt, any incentive or compensation to the Stilwell Director that wxxxx xxfluence the Stilwell Director to recommenx xxxx HCBB enter into a transaction for the sale of HCBB or to recommend any other significant initiative affecting HCBB...

Directorships and Committees. The lessons learned from the financial crisis show that financial institutions are complex institutions. Therefore, there is a need for listed banks and mortgage-credit institutions or institutions with more than 1,000 employees to set up nominating and risk committees to underpin the board’s work. For SIFIs, a restriction will also be placed on the number of directorships and executive management positions for which a member of the institution’s board may be responsible. Thus, a board member for a SIFI may at most, i.e. including the directorship for the SIFI in question, have one executive management position combined with two directorships or have four directorships. The Danish FSA may permit one extra directorship.

Directorships and Committees. ACAP agrees that upon the execution of the Agreement, Jxxxxx Xxxxxxxx (“Sxxxxxxx”) will be appointed to the Board of Directors of ACAP. a. Xxxxxxxx will be appointed to the Class of Directors of ACAP whose terms expire at the 2005 Annual Meeting of Stockholders, and be appointed to the compensation and investment committees. Sxxxxxx Xxxxxxxxx (“Sxxxxxxxx”), who was appointed to the Board pursuant to the Original Standstill Agreement, shall continue as a director pursuant to the terms set forth herein. b. ACAP agrees to make all necessary amendments to its by-laws and/or articles of incorporation to enable Sxxxxxxx to sit on the Board, including to expand the Board. c. Xxxxxxxx and Sxxxxxxxx will be entitled to receive the identical compensation and benefits being paid to the other non-employee directors of ACAP. d. No member of the Sxxxxxxx Group shall accept any incentive or compensation that would influence any member of the Sxxxxxxx Group to recommend that ACAP enter into a transaction for the sale of ACAP or to recommend any other significant initiative affecting ACAP and its shareholders. For purposes of this

Directorships and Committees. (a) Prior to the execution of this Agreement, the Board of Directors of Pittsburgh Financial has taken all necessary action to expand the size of the Board of Directors of Pittsburgh Financial and the Board of Directors of its wholly owned subsidiary, Pittsburgh Savings Bank d/b/a BankPittsburgh (the "Bank"), and to appoint Mr. Tott to the Board of Directors of Pittsburgh Financial and the Bxxx xx xhe class of directors with a term that expires in 2003; (b) For so long as Mr. Tott is a member of the Board of Directors of Pittsburgh Financxxx xxx the Bank, the respective Chairman of the Board will consider Mr. Tott for appointment to the various committees of the Board of Dxxxxxxxx of Pittsburgh Financial and of the Bank; and (c) For so long as Mr. Tott is a member of the Board of Directors of Pittsburgh Financixx xxx xhe Bank, Mr. Tott shall be entitled to receive the compensation and benefits xxxxxxxxe to directors of Pittsburgh Financial and the Bank.

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Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Committees The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods.
Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.
Directorships a. Perceptron agrees that subject to the full execution of this Agreement, (i) upon Perceptron’s receipt of a written reaffirmation from Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxx (each a “Holders Director” and collectively the “Holders Directors”) to serve as a Director, each of the Holders Directors will be immediately appointed to the Board to fill vacancies left by the resignations of Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. XxXxxxx, and the Board will be expanded to seven members; (ii) Xxxx Xxxxxx will immediately be added as a member of the Nominating and Corporate Governance Committee; (iii) Xxxxxxx Xxxxxx will be immediately added as a member of the Management Development Committee; (iv) Xxxxx Xxxxxxx will be immediately added as a member of the Audit Committee; (v) Xxxx Xxxxxx, Xxxxxxx Xxxxxx, and Xxxxx Xxxxxxx may also serve on additional existing or newly created Committees of the Board; (vi) the Board size will be set at seven members and maintained at that Board size; and (vii) upon the appointment of a new President and Chief Executive Officer, the new President and Chief Executive Officer will be appointed to the Board to fill a vacancy left by the resignation of either Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxx, who will resign at that time to facilitate such appointment. b. The Nominating and Corporate Governance Committee of the Board and the Board will nominate, recommend and support each of the Holders Directors for election at each Annual Meeting of the Shareholders of Perceptron during the Covered Period. Perceptron agrees to solicit proxies for the Holders Directors during the Covered Period pursuant to this Section 5(b) and include the Holders Directors in its slate of nominees (the “Company Slate”) for election as directors of Perceptron during the Covered Period in the same manner as it does for all the other incumbent members of the Company Slate. c. As a condition to the Holders Directors’ nomination for election to the Board during the Covered Period, Holders and the Holders Directors agree to provide to Perceptron the information required to be disclosed for directors, candidates for directors and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors, and satisfying other compliance requirements and legal obligations in the same manner as any other director, a fully completed copy of Perceptron’s standard director questionnaire and such other information as reasonably requested by Perceptron from time to time with respect to Holders and the Holders Directors. d. Each of the Holders Directors agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence standards of Perceptron, The NASDAQ Stock Market and the SEC and applicable provisions of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) be qualified to serve as a director under the Michigan Business Corporation Act. e. At all times while serving as a Director, each of the Holders Directors will receive the same benefits of directors’ and officers’ insurance and any indemnity and exculpation arrangements available generally to the other non-executive Board members and the same compensation and other benefits for his service as a director as the compensation and other benefits received by the other non-executive Board members for service as a director. f. Holders shall cause the Holders Directors to comply with all corporate and Board policies and principles of Perceptron in force from time to time and applicable to Directors of Perceptron generally, and to provide Perceptron with signed agreements from the Holders Directors to that effect. g. Other than any incentive, compensation or other payment Xxxx Xxxxxx may receive in his employment roles with the Holders, which arrangements will not be materially increased in connection with or as a result of Xxxx Xxxxxx becoming or serving as a Holders Director, the Holders Directors will not accept any incentive, compensation or other payment that would influence any of them to recommend that Perceptron enter into a transaction for the sale of Perceptron or to recommend any other significant initiative affecting Perceptron and its shareholders, but nothing herein will prevent Holders Directors from recommending such transactions or initiatives as specifically permitted in this Agreement. h. Except as otherwise set forth in this Section 5(h), each Holders Director shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Directors (as each may be amended from time to time for all Directors) and will execute the Non-Disclosure Agreement substantially in the form attached hereto as Exhibit A (the “Confidentiality Agreement”). Notwithstanding the foregoing, Xxxx Xxxxxx may discuss confidential information with officers and managers of the Holders in accordance with and subject to the terms of the Confidentiality Agreement after the Confidentiality Agreement has been mutually executed and delivered to Perceptron by Xxxx Xxxxxx, and, if applicable, officers and managers of the Holders who will receive confidential information, and subject to full compliance with Perceptron’s xxxxxxx xxxxxxx policies. i. Perceptron agrees that if any of the Holders Directors are unable to serve as a director, resign as a director or are removed as a director, Holders shall have the ability to recommend a substitute person who satisfies all of the requirements for board candidates set forth in Section 1(f) and 5, and, except for a substitute for Xxxx Xxxxxx, is not an affiliate or associate of any shareholder who owns more than five percent of the outstanding shares of Common Stock of Perceptron, (“Replacement Director”) for approval by the Nominating and Corporate Governance Committee of the Board, in good faith after exercising its fiduciary duties, which approval shall not be unreasonably withheld. Upon the recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee of the Board, the Board shall vote on the appointment of such Replacement Director to the Board no later than ten (10) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not elect such Replacement Director to the Board, the parties shall continue to follow the procedures of this section 5(i) until a Replacement Director is elected to the Board.
Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.
Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.
TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.
Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following: 1. Cameron Park Design Review Committee 2. El Dorado Hills Design Review Committee 3. Xxxxxxx Pines Design Review Committee 4. The County’s Economic Development Advisory Committee (“EDAC”)

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