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 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. (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. 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: Xxxxx Xxxxx, 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. (a) Parent shall take all actions necessary to cause each individual who is a member of the Board of Directors of Parent as of the date hereof to deliver to Parent concurrently with the execution by the parties hereto of this Agreement (and each other individual appointed or elected to the Board of Directors of Parent prior to the Effective Time to deliver to Parent concurrently with such appointment or election) an executed letter of resignation, such resignation to become effective as of the Effective Time.
(b) Parent shall, and shall cause the Board of Directors of Parent to, take all necessary action (including by passing the appropriate resolutions) to cause (i) the size of the Board of Directors to be fixed at 11 as of the Effective Time and (ii) (A) six individuals designated by Parent (each such individual and her successors, a “Parent Board Designee”), three of whom shall meet applicable independence standards, and (B) five individuals designated by the Company (each such individual and her successors, a “Company Board Designee” and, together with the Parent Board Designees, the “Board Designees”)), four of whom shall meet applicable independence standards, to be appointed to the Board of Directors of Parent as of the Effective Time, including, to the extent necessary, by increasing the size of the Board of Directors of Parent and appointing the New Board Designees to fill the resulting vacancies. Subject to Section 8.11(c), (x) the Parent Board Designees shall be Gxxxxx X. Xxxxxxxx (as lead director), Mxxx X. Xxxxxxxx, Gxxx Xxxxxxx, Sxxxxxx Xxxxxxxxx, Jxxx Xxxxxxxx and Bxxxxxx X. Xxxxxx and (y) the Company Board Designees shall be Sxxx X. Xxxx, Jxxxxxx X. Xxxxx, Kxxxxxxx X. XxXxxxxx, Exxx Xxxxxx and Mxxxxxx X. Xxxxxxxx. Parent shall, and shall cause the Board of Directors of Parent to, take all necessary action (including by passing the appropriate resolutions) to cause that Exxx Xxxxxx be appointed as chairman of the Board of Directors of Parent as of the Effective Time.
(c) Each of the Company Board Designees shall meet the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of the Board of Directors of Parent and shall otherwise be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board of Directors of Parent (the “Company Eligibility Criteria”) and each of the Parent Board Designees shall meet the director qualification and eligibility criteria of the Nominating...
Governance Matters. (a) The Company shall cause the Board of Directors to consist of seven directors immediately following the Rights Offering Closing, including (i) the Initial Sponsor Designee (as defined below), (ii) three additional designees selected by Sponsor, (iii) the Company’s Chief Executive Officer at the time of the Rights Offering Closing, and (iv) two independent directors reasonably acceptable to the Sponsor and reasonably acceptable to the Company which independent directors may but are not required to be members of the Board of Directors as of the date hereof (with such independent directors being selected by the members of the Board of Directors not designated by the Sponsor or a committee of such directors), and take all requisite corporate action to cause such Board Representatives designated to be elected or appointed to the Board of Directors by the Sponsor to be approved by not less than that number of members of its current Board of Directors such that no Default, Event of Default or “change-in-control” or similar concept shall be deemed to occur as a result of the election or appointment of the Board Representatives to the Board of Directors. Promptly after the date hereof, the Sponsor shall submit to the Company the name of the individual that it is designating as the “Initial Sponsor Designee”, together with the information required to be disclosed regarding such individual pursuant to Rule 14f-1 under the Exchange Act. Within 30 days after the date hereof, the Sponsor shall submit to the Company the identities of its additional Board Representatives to be appointed pursuant to this Section, together with the information regarding such Board Representatives required to be disclosed pursuant to Rule 14f-1 under the Exchange Act. The parties shall use their reasonable best efforts to agree on the independent directors to serve on the Board of Directors, which the parties hereto undertake to accomplish as promptly as practicable. The Company shall take all actions required by Law and the Company’s Organizational Documents to (x) effectuate the appointment of the Initial Sponsor Designee as promptly as practicable (and in any event not later than the 15th Business Day) after identification of the individual being designated to serve as the Initial Sponsor Designee and (y) effectuate the appointment of the remaining directors identified in clause (ii) of the first sentence of Section 5.6(a) immediately following the Rights Offering Closing.
(b) The Comp...
Governance Matters. (a) Each party hereby agrees that, as of the Closing, the number of directors that comprise the Board of Directors of the Company shall be nine (9). The Company shall, as promptly as reasonably practicable, reconstitute the Board of Directors (the “Company Board Reconstitution”) so that (i) the number of directors that will comprise the Board of Directors shall be ten (10) and (ii) four (4) members of the Board of Directors shall be designees of or serve at the recommendation of the Purchaser and the Other Investors (the “Investor Company Directors”). The Board of Directors shall consist of at least nine (9) members during the Director Rights Period. Of the Investor Company Directors, one (1) shall be a designee of or serve at the recommendation of the Purchaser and three (3) shall be designees of or serve at the recommendation of the Other Investors. For so long as the Purchaser, together with its affiliates, continues to beneficially own in the aggregate at least the lesser of (i) 4.9% of the outstanding shares of Common Stock (on an As-Converted Basis) and (ii) 50% of the Common Stock (on an As-Converted Basis) that Purchaser beneficially owns immediately following the Closing, the Purchaser shall retain the right to designate one (1) Investor Company Director. The right of the Purchaser to designate one Investor Company Director may be assigned in connection with the sale of Securities representing at least 9.9% of the outstanding shares of Common Stock (on an As-Converted Basis) and shall be retained such assignee for so long as it continues to hold at least 9.9% of the outstanding shares of Common Stock (on an As-Converted Basis).
(b) Each party hereby agrees that, as of the Closing Date, the number of directors that comprise the Company Bank Board shall be nine (9), one (1) of the Investor Company Bank Directors (as defined below) designated by the Purchaser, who shall be Bxxxxxxx Xxxxxxxx, and three (3) of the Investor Company Bank Directors designated by the Other Investors. The Company shall, as promptly as reasonably practicable, reconstitute the Company Bank Board (the “Company Bank Board Reconstitution”) so that (i) the number of directors that will comprise the Company Bank Board shall be ten (10) and (ii) four (4) members of the Company Bank Board shall be designees of or serve at the recommendation of the Purchaser and the Other Investors (the “Investor Company Bank Directors” and, collectively with the Investor Company Directors, the “Inve...
Governance Matters. (a) Spartan Stores shall take all requisite action, effective as of the Effective Time, (i) to cause the size of the Spartan Stores Board of Directors to be 12 directors, and (ii) to cause the directors on the Spartan Stores Board of Directors to be comprised of (A) all five members of the Nash-Finch Board of Directors as of the date hereof who are independent for purposes of the rules of NASDAQ (the “Nash-Finch Designees”); provided, if any such member of the Nash-Finch Board of Directors shall be unwilling, ineligible or otherwise not capable or qualified to act in such capacity, the current Nash-Finch Board of Directors shall prior to the Effective Time, subject to the prior written consent of Spartan Stores (which shall not be unreasonably withheld), designate another qualified person or persons (who is or are independent for purposes of the rules of NASDAQ) to serve as a Nash-Finch Designee, and (B) seven directors chosen by the current Spartan Stores Directors (five of whom shall be independent for purposes of the rules of NASDAQ), each to serve for a term expiring on the earlier of his or her death, resignation or removal or the next annual meeting of Spartan Stores Shareholders and, despite the expiration of his or her term, until his or her successor has been elected and qualified or there is a decrease in the size of the Spartan Stores Board of Directors. The Spartan Stores Board of Directors will not increase or decrease the size of the Spartan Stores Board of Directors during the three-year period following the Effective Time. The Spartan Stores Board of Directors will cause the Nash-Finch Designees to be nominated for re-election at each of the three annual Spartan Stores Shareholder meetings occurring after the Effective Time, provided that each Nash-Finch Designee remains willing and able, and is qualified, to serve on the Spartan Stores Board of Directors at the time of nomination.
(b) A member of the Nash-Finch Board of Directors as of the date hereof who is independent for purposes of the rules of NASDAQ shall serve as Chair of the Audit Committee of the Spartan Stores Board of Directors after the Effective Time. A member of the Nash-Finch Board of Directors as of the date hereof who is independent for purposes of the rules of NASDAQ shall serve as Chair of the Nominating and Governance Committee of the Spartan Stores Board of Directors after the Effective Time. A member of the Spartan Stores Board of Directors as of the date hereof who i...
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.
