Initial Board Representation. On the later of the Closing Date or the date of the Company's 1999 annual meeting of shareholders, the Company will (a) take such action as may be necessary to increase the size of the Board of Directors from nine (9) to thirteen (13) directors, (b) upon receipt of executed letter agreements regarding resignation in the form attached to this Agreement as Exhibit A, fill two (2) of the vacancies created thereby with Martin L. Vaughan, III and the Holdings Designee in accordance with xxx xxxxxxxxxx xxovisions of the Charter and Bylaws of the Company, and (c) fill the remaining two (2) vacancies created thereby with Robert W. Fiondella and the HRH Designee in accordance with the applxxxxxx xxxxxxxxxx xf the Company's Charter and Bylaws. With respect to the four (4) directors appointed to the Board of Directors pursuant to this Section 2.1, the Company will (i) appoint Robert W. Fiondella and Martin L. Vaughan, III to the Class whose cuxxxxx xxxx xxxxxxx in 2000, xxx Xxxxxxxx Designee to the Class whose current term expires in 2001 and the HRH Designee to the Class whose current term expires in 2002, and (ii) subject to the right of Holdings to designate a new Holdings Designee as a substitute for the initial Holdings Designee, nominate and recommend each for election as a director to the respective Class designated above at the next annual meeting of the Company's shareholders following such appointments; PROVIDED that, if any such director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.1 for the applicable year; and PROVIDED further that the Company shall be under no obligation to appoint or recommend for election the Holdings Designee or Martin L. Vaughan, III to the Board of Directors unless and until it xxx xxxxxxxx xxxm such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. The HRH Designee shall be an executive officer of the Company at the time of appointment or nomination by the Company. Any person designated by Holdings to be the Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directors.
Initial Board Representation. (a) Simultaneously with the execution and delivery of this Agreement, the three (3) Board Designees shall be appointed to the Board as follows: (i) Xxxxxx X. Xxxx shall be appointed as a Class I director on the Board; (ii) Xxxxxxx X. Xxxxx shall be appointed as a Class II director on the Board; and (iii) Xxxxxxx X. Xxxx shall be appointed as a Class III director on the Board.
Initial Board Representation. As soon as practicable following the Closing, the Company will (a) take such actions as may be necessary to increase the size of the Board to nine, and (b) exercise all authority to fill the two vacancies thereby created in two classes of Directors with Xxxxxxx X. Xxxxx and Xxxx X. Xxxxxx. Xxxxxxx X. Xxxxx is an Independent Director.
Initial Board Representation. As of the fifth business day following the Effective Time, the Company shall (a) take such action as may be necessary to increase the size of the Board of Directors of the Company (the "Board of Directors") to five directors, and (b) fill the vacancy thereby created by appointing R. Xxxxx Xxxxxx as a director.
Initial Board Representation. (a) As and from the ---------------------------- date hereof, and until she is elected to the Board, Xxxxx Xxxxx ("Xxxxx") shall have the right to: (i) attend meetings of the Board pursuant to a resolution of the Board dated ______________ _____, 2000; and (ii) receive copies of all materials provided by the Company to its directors, as and when such directors receive such materials.
Initial Board Representation. (a) As and from the date hereof, Xxxxxx X. Xxxxxxxxxxx, III, as a representative of the Stockholder, shall have the right to attend meetings of the Board pursuant to a resolution of the Board dated May 2, 2000.
Initial Board Representation. 22 SECTION 6.02 Continuing Board Representation................................22 ARTICLE VII MISCELLANEOUS SECTION 7.01. Expenses......................................................23 SECTION 7.02. Notices.......................................................23 SECTION 7.03. Amendment.....................................................25 SECTION 7.04. Severability..................................................25 SECTION 7.05. Entire Agreement; Assignment..................................25 SECTION 7.06. Parties in Interest...........................................25 SECTION 7.07. Specific Performance..........................................25 SECTION 7.08. Public Announcements..........................................26 SECTION 7.09. Governing Law.................................................26 SECTION 7.10. Consent to Jurisdiction.......................................26 SECTION 7.11. Headings......................................................26 SECTION 7.12. Counterparts..................................................26 SECTION 7.13. Termination....................................................26 EXHIBIT A STOCKHOLDERS' AGREEMENT (this "Agreement") dated as of August 24, 1998 between EQUIVEST FINANCE, INC., a Florida corporation (the "Company"), and R. Xxxxx Xxxxxx and Xxxxx Xxxxxx (the "Original Stockholders").
Initial Board Representation. 5 SECTION 2.02. Continuing Board Representation......................5 SECTION 2.03. Resignations and Replacements........................6 SECTION 2.04. Committees...........................................6 SECTION 2.05. Approval of Director Nominees........................6 SECTION 2.06.
Initial Board Representation. As of the Effective Date the Board consists of the Initial Board Members.
Initial Board Representation. As of the Effective Time, SFIC will exercise all authority under applicable law to cause to be designated and appointed any three individuals designated by SFIC Holdings (the "KPC Designees") as directors of SFIC in accordance with this Agreement. Any individuals identified on Schedule A hereto (the "Identified Individuals") who are not so designated by SFIC Holdings shall resign as of the Effective Time and SFIC Holdings shall cause such Identified Individuals to resign as of the Effective Time.
