Executive Chairman; President and CEO Sample Clauses

Executive Chairman; President and CEO. Effective as of the Effective Time (for all purposes of this Article XI, as defined in the Agreement and Plan of Merger, dated as of April 18, 2021, by and between the Corporation and Sterling Bancorp (“Sterling”), as the same may be amended from time to time (the “Merger Agreement”)), (a) Xx. Xxxx X. Kopnisky shall serve as the Executive Chairman of the board of directors of the Corporation (the “Board”) and of the board of directors of the Corporation’s wholly-owned subsidiary, Xxxxxxx Bank, National Association (the “Bank”) (the “Bank Board”) and (b) Xx. Xxxx X. Ciulla shall serve as the President and Chief Executive Officer of the Corporation and of the Bank and as a member of the Board and of the Bank Board. Effective as of the twenty-four (24) month anniversary of the Effective Time or any earlier date as of which Xx. Xxxxxxxx ceases for any reason to serve in the position of Executive Chairman of the Board and of the Bank Board (such date, the “Chairman Succession Date”), (i) Xx. Xxxxxx shall be the successor to Xx. Xxxxxxxx as the Chairman of the Board and of the Bank Board, and shall continue as the President and Chief Executive Officer of the Corporation and of the Bank and (ii) Xx. Xxxxxxxx shall cease to serve as a member of the Board and of the Bank Board and shall serve as a strategic consultant to the Corporation and the Bank until the thirty-six (36) month anniversary of the Effective Time or until such earlier time as of which Xx. Xxxxxxxx ceases for any reason to serve as a consultant (the “Consultant Term”). The Corporation may enter into or amend appropriate agreements or arrangements with the individuals referenced herein in connection with the subject matter of this Article XI, Section 1. The following actions shall require the affirmative vote of at least 75% of the full Board: (A) prior to the twenty-four (24) month anniversary of the Effective Time, the removal of Xx. Xxxxxxxx from, or the failure to appoint, re-elect or re-nominate Xx. Xxxxxxxx to, as applicable, his position as the Executive Chairman of the Board and of the Bank Board; (B) prior to the Chairman Succession Date, the removal of Xx. Xxxxxx from, or the failure to appoint, re-elect or re-nominate Xx. Xxxxxx to, as applicable, his positions as the President and Chief Executive Officer of the Corporation and of the Bank and as a member of the Board and of the Bank Board; (C) from and after the Chairman Succession Date until the Expiration Date, the removal of Xx. Xxxxx...
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Executive Chairman; President and CEO. Effective as of the Effective Time (for all purposes of these Bylaws, as defined in the Agreement and Plan of Merger, dated as of October 11, 2021, by and among the Corporation, Cascade Merger Sub, Inc. and Umpqua Holdings Corporation (“Umpqua”), as the same may be amended from time to time (the “Merger Agreement”)), (A) Xx. Xxxx X. X’Xxxxx shall serve as the Executive Chairman of the Board and of the board of directors of the Corporation’s wholly-owned subsidiary, Umpqua Bank, an Oregon state-chartered bank (the “Bank”) (the “Bank Board”) and (B) Xx. Xxxxx X. Stein shall serve as the President and Chief Executive Officer of the Corporation and Chief Executive Officer of the Bank and as a member of the Board and of the Bank Board. The Corporation may enter into or amend appropriate agreements or arrangements with the individuals referenced herein in connection with the subject matter of this Article 9, Section 1. Prior to the thirty-six (36) month anniversary of the Effective Time (the “Expiration Date”), the following actions shall require the affirmative vote of at least (i.e., a percentage equal to or greater than) 75% of the full Board: (i) (a) the removal of Xx. X’Xxxxx from, or the failure to appoint, re-elect or re-nominate Xx. X’Xxxxx to, as applicable, his positions as the Executive Chairman of the Board and of the Bank Board, (b) any termination of Xx. X’Xxxxx’x employment for any reason by the Corporation, the Bank or any of their respective subsidiaries, or (c) any modification to the terms and conditions of Xx. X’Xxxxx’x employment that would be a basis for him to assert a claim for termination for “good reason”; and (ii) (a) the removal of Xx. Xxxxx from, or the failure to appoint, re-elect or re-nominate Xx. Xxxxx to, as applicable, his positions as the President and Chief Executive Officer of the Corporation and Chief Executive Officer of the Bank and as a member of the Board and of the Bank Board, (b) any termination of Xx. Xxxxx’x employment for any reason by the Corporation, the Bank or any of their respective subsidiaries, or (c) any modification to the terms and conditions of Xx. Xxxxx’x employment agreement that would be a basis for him to assert a claim for termination for “good reason”.”
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Related to Executive Chairman; President and CEO

  • Executive Director (a) The HMO must employ a qualified individual to serve as the Executive Director for its HHSC HMO Program(s). Such Executive Director must be employed full-time by the HMO, be primarily dedicated to HHSC HMO Program(s), and must hold a Senior Executive or Management position in the HMO’s organization, except that the HMO may propose an alternate structure for the Executive Director position, subject to HHSC’s prior review and written approval. (b) The Executive Director must be authorized and empowered to represent the HMO regarding all matters pertaining to the Contract prior to such representation. The Executive Director must act as liaison between the HMO and the HHSC and must have responsibilities that include, but are not limited to, the following: (1) ensuring the HMO’s compliance with the terms of the Contract, including securing and coordinating resources necessary for such compliance; (2) receiving and responding to all inquiries and requests made by HHSC related to the Contract, in the time frames and formats specified by HHSC. Where practicable, HHSC must consult with the HMO to establish time frames and formats reasonably acceptable to the Parties; (3) attending and participating in regular HHSC HMO Executive Director meetings or conference calls; (4) attending and participating in regular HHSC Regional Advisory Committees (RACs) for managed care (the Executive Director may designate key personnel to attend a RAC if the Executive Director is unable to attend); (5) making best efforts to promptly resolve any issues identified either by the HMO or HHSC that may arise and are related to the Contract; (6) meeting with HHSC representative(s) on a periodic or as needed basis to review the HMO’s performance and resolve issues, and (7) meeting with HHSC at the time and place requested by HHSC, if HHSC determines that the HMO is not in compliance with the requirements of the Contract.

  • President Unless the Trustees otherwise provide, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer.

  • President and Chief Executive Officer The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • Xxxxxx, President s/ Xxxxx Xxxx ---------------------------------- Xxxxx Xxxx

  • Chief Operating Officer The Chief Operating Officer shall be responsible for managing the day to day operations of the Company and shall see to it that all orders of the Chief Executive Officer are carried into effect.

  • Xxxxxxx, President Xxxxx X.

  • Chairman An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

  • Vice Chairman In the absence of the Chairman of the Board, the Vice Chairman shall preside at all meetings of the Board of Directors and of the unitholders of the MLP; and he shall have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

  • Chairman and Secretary The Local Union shall select the Union representatives and the Chapter shall select the management representatives.

  • President and Vice Presidents The president shall be the chief executive officer of the Trust. The president shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. Any vice president shall have such duties and powers as shall be designated from time to time by the Trustees.

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