Governance Matters Clause Samples
POPULAR SAMPLE Copied 2 times
Governance Matters. (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.
(b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors.
(c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applic...
Governance Matters. (a) The Company and the Board of Directors shall, and the Company shall cause the Bank of the Cascades (the “Company Bank”), an Oregon chartered stock bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to each of the Board of Directors and the board of directors of the Company Bank, effective as of the Closing. Thereafter, for so long as the Investor, together with its Affiliates, owns at least 5% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), at any election of directors of the Company or the Company Bank, the Investor shall have the right to nominate one candidate for election to each of the Board of Directors and the board of directors of the Company Bank, as a candidate recommended by the Board of Directors, and the Company and the Company Bank shall cause such person (or any substitute or replacement designated or nominated by the Investor) to be recommended by its respective board of directors and to be elected a Director of the Company and of the Company Bank, including the Company’s use of reasonable best efforts to have such person elected as a Director of the Board of Directors by the Company’s shareholders and soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors. Any person nominated or designated pursuant to this Section 4.2 shall be an “Investor Nominee.” Notwithstanding anything to the contrary in the Articles of Incorporation, bylaws, or any other policies of the Company, the Company Bank, the Board of Directors or the board of directors of the Company Bank, the Investor Nominee shall be elected by plurality of the votes cast by the Common Shares entitled to vote at a meeting at which a quorum is present. Pursuant to Section 10.1(e) of the Articles of Incorporation, a majority of the Continuing Directors (as defined in the Articles of Incorporation) shall designate the Investor Nominee and each director designee of the Other Investors as a Continuing Director, in each case before such individual's initial election as a Director of the Company.
(b) The Investor Nominee shall, at the election of the Investor, and subje...
Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings.
(b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee).
(c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their succ...
Governance Matters. Subject to the satisfaction of all legal, regulatory and governance requirements, immediately or as promptly as practicable following the Closing, the Company shall cause the Board of Directors to be reconstituted to consist of eight (8) members as follows: ▇▇▇▇▇ ▇▇▇▇▇, one representative designated by an investor in the Other Private Placements, one representative designated by another investor in the Other Private Placements, one representative designated by a third investor in the Other Private Placements, and four (4) independent directors reasonably acceptable to the Company.
Governance Matters. The Company shall take all reasonable action to cause, effective at the Effective Time, if requested by Parent, the resignations of such directors of the Company and/or its Subsidiaries as Parent may request.
Governance Matters. 5.7.1 ChoiceOne's Board of Directors is, and the board of directors of the Surviving Corporation will be, divided into three (3) classes, as equal in number as possible, with the term of office of one class expiring each year. ChoiceOne will take all requisite action, effective as of the Effective Time, (a) to cause the size of the board of directors of the Surviving Corporation to be fourteen (14) directors, (b) to cause the members of the board of directors of the Surviving Corporation to be comprised of (i) seven (7) persons designated by CBC (the "CBC Designees"), and (ii) seven (7) persons designated by ChoiceOne (the "ChoiceOne Designees"); and (c) to cause the number of ChoiceOne Designees and CBC Designees in each of the three (3) classes of the Surviving Corporation's Board of Directors to be as equal as possible. If any such CBC Designee or ChoiceOne Designee, as applicable, is unwilling, ineligible or otherwise not capable or qualified to act in such capacity, the current CBC Board of Directors or ChoiceOne Board of Directors, as applicable, will prior to the Effective Time, subject to the prior written consent of CBC or ChoiceOne, as applicable (which will not be unreasonably withheld, conditioned or delayed), designate another qualified person or persons to serve as a CBC Designee or ChoiceOne Designee, as applicable. Each CBC Designee and ChoiceOne Designee will serve for a term expiring at the next annual meeting of shareholders of the Surviving Corporation at which the term of the class of directors of which such CBC Designee or ChoiceOne Designee is a member expires, and, despite the expiration of his or her term, until his or her successor has been elected and qualified.
5.7.2 From the period beginning at the Effective Time and continuing until completion of the third (3rd) annual shareholder meeting of the Surviving Corporation after the Effective Time (the "Designation Period"), the board of directors of the Surviving Corporation will nominate for election to the Board of Directors at each shareholder meeting of the Surviving Corporation the CBC Designees and the ChoiceOne Designees, or such replacement designees as selected by the remaining CBC Designees (in the case of a vacancy caused by departure of a CBC Designee) or ChoiceOne Designees (in the case of a vacancy caused by departure of a ChoiceOne Designee), as applicable. In the event of any vacancy in the board of directors of the Surviving Corporation during the Designation Perio...
Governance Matters. (a) Prior to the Distribution, the existing directors of Horizon will duly elect the individuals listed as members of the Horizon board of directors in the Prospectus, and such individuals will become the members of the Horizon board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of Horizon and begin his or her term prior to the Distribution in accordance with such Law or requirement.
(b) Prior to the Distribution, each individual who will be an employee of any TriMas Entity after the Distribution and who is a director or officer of any Horizon Entity shall have resigned or been removed from each such directorship and office held by such person, effective no later than immediately prior to the Distribution.
(c) Immediately prior to the Distribution, Horizon’s Restated Certificate of Incorporation and Restated By-Laws each in substantially the form filed as an exhibit to the Registration Statement, will be in effect.
Governance Matters. SJW and CTWS agree to take the actions set forth on Exhibit A, and shall take all actions necessary so that the matters set forth on Exhibit A occur effective upon the Closing.
Governance Matters. The Company shall take all actions as may be necessary to elect, or cause to be elected, to the Board of the Company, effective as soon as is practicable after the Investment Closing and the consummation of the subscription for the Purchaser Shares and the Investor Shares, the individual designated by Purchaser, in writing, at least five (5) Business Days prior to the Investment Closing Date.
Governance Matters. (a) The Company will cause two people nominated by the Investor at least 2 days prior to the Closing Date (the “Board Representatives”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Company’s Board of Directors on the Closing Date and thereafter as long as the Investor beneficially owns at least 50% of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received by the Investor upon the Rights Offering Closing or, if the Backstop Closing shall occur, the number of shares of Common Stock represented by the Preferred Stock issued to the Investor on an as-converted basis upon the Backstop Closing), the Company will be required to recommend to its stockholders the election of two Board Representatives nominated by the Investor at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Company’s Board of Directors; provided, however, that if the Investor no longer beneficially owns 50% or more of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received by the Investor upon the Rights Offering Closing or, if the Backstop Closing shall occur, the number of shares of Common Stock represented by the Preferred Stock issued to the Investor on an as-converted basis upon the Backstop Closing), the Company shall only be required to recommend one Board Representative nominated by the Investor for election, subject to satisfaction of all legal and governance requirements regarding services as a director of the Company, to the Company’s Board of Directors. If the Investor no longer beneficially owns 25% or more of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received by the Investor upon the Rights Offering Closing or, if the Backstop Closing shall occur, the number of shares of Common Stock represented by the Preferred Stock issued to the Investor on an as-converted basis upon the Backstop Closing), the Investor will have no further rights under Sections 4.4(a) through 4.4(c). For so long as the Investor beneficially owns at least 25% of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing sh...