Initial Composition of the Board. The Board is initially comprised of 9 directors, (A) four of which were designated by the ECP Stockholders: Rahman X’Xxxxxxx, Xxxxxxx XxXxxxxxx, Xxxx Xxxxxxxxx, and Xxxxx X. Xxxxxxx; (B) one of which is the Chief Executive Officer of the Corporation, Xxxxxxx X. Xxxxxx; (C) one of which was designated by the Quantum Stockholders: Xxxx Xxxxxxxxxx; and (D) the remainder of which are Xxxxxxx X. Xxxxxx, C. Park Shaper and one vacancy to be filled by the Board.
Initial Composition of the Board. The Board immediately following the closing of the transactions contemplated by the Business Combination Agreement is being determined in accordance with the Business Combination Agreement. The Directors are being divided into three classes of Directors, with each class serving for staggered three year-terms. The initial term of the “Class I Directors” shall expire immediately following the Company’s first annual meeting of stockholders following the closing of the transactions contemplated by the Business Combination Agreement. The initial term of the “Class II Directors” shall expire immediately following the Company’s second annual meeting of stockholders following the closing of the transactions contemplated by the Business Combination Agreement. The initial term of the “Class III Directors” shall expire immediately following the Company’s third annual meeting of stockholders following the closing of the transactions contemplated by the Business Combination Agreement.
Initial Composition of the Board. Effective as of the date of this Agreement, three (3) directors shall be appointed to the Board as follows: (i) Xxxxxxxx First shall be appointed as a Class I director on the Board; (ii) Xxxxx Xxxxx shall be appointed as a Class II director on the Board; and (iii) Xxxx Xxxxxxx shall be appointed as a Class III director on the Board. Following such appointments to the Board, the Board shall be comprised of seven (7) directors, constituted as follows: (a) three (3) Class I directors; (b) two (2) Class II directors; and (c) two (2) Class III directors.
Initial Composition of the Board. The Board is initially comprised of 10 directors, (A) six of which were designated by the ECP Stockholders, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxxxxxxxxx Xxxxxxxxx, (B) one of which is the Chief Executive Officer of the Company, Xxxx Xxxxxx, and (C) the remainder of which are Xxxxxxx X. Xxxxxx, III, Xxxx X. Xxxxxxx and Xxxx X. Xxxxx. If at any time beginning on or following the Effective Date the ECP Stockholders no longer collectively Beneficially Own at least 50% of the Corporation’s outstanding Common Stock, upon the appointment to the Board of a third director that satisfies the applicable independence requirements of the SEC and any stock exchange on which the Company’s Common Stock is listed, (a) the ECP Stockholders shall request that the Corporation remove, and the Corporation shall take all actions necessary to remove promptly, one director designated by the ECP Stockholders and (b) the Board shall remain comprised of 10 directors.
Initial Composition of the Board. The Board of Directors is initially comprised of eight (8) directors, (A) two (2) of whom were designated by Yorktown, initially Xxxxx X. Xxxxxxxx and W. Xxxxxx Xxxxxx, Xx. and thereafter designated pursuant to Section 3.1(b) of this Agreement (each, a “Yorktown Director”), (B) two (2) of whom were designated by ECP, initially Xxxxx Xxxxxx and Xxxxx Xxxxxxx and thereafter pursuant to Section 3.1(c) of this Agreement (each, a “ECP Director”), (C) one (1) of whom is the Executive Chairman of the Company, initially Xxxxxxx Xxxxxx, (D) one (1) of whom is the President and Chief Executive Officer of the Company, initially Xxxxxxx Xxxxxxxxxx and (E) two (2) of whom are Unaffiliated Directors, initially Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, III.
Initial Composition of the Board. The board of directors of PubCo (the “Board”) immediately following the closing of the transactions contemplated by the Merger Agreement is being determined in accordance with the Merger Agreement. The Directors are being divided into three classes of Directors, with each class serving for staggered three year-terms. The initial term of the “Class I Directors” shall expire immediately following PubCo’s first annual meeting of stockholders following the closing of the transactions contemplated by the Merger Agreement. The initial term of the “Class II Directors” shall expire immediately following PubCo’s second annual meeting of stockholders following the closing of the transactions contemplated by the Merger Agreement. The initial term of the “Class III Directors” shall expire immediately following PubCo’s third annual meeting of stockholders following the closing of the transactions contemplated by the Merger Agreement. It is agreed that an individual nominated by MDP (the “MDP Director”), originally Xxxxx Xxxxxxxx, shall serve as a Class III Director.
Initial Composition of the Board. (a) At and immediately following the Closing, the individuals set forth on Schedule I shall be the incumbent Directors.
(b) From and after the Closing, the Bank shall take all requisite corporation action with respect to the nomination of Directors for service on the Board, subject in each case, to satisfaction of all applicable legal and governance requirements regarding service as a Director, as follows:
(i) For so long as the Workers United Related Parties, together with their Affiliates and Permitted Transferees, collectively continue to hold a number of shares of Class A Common Stock that represents:
(A) at least twenty percent (20%) of the total voting power of all then-outstanding Voting Securities, five nominees shall be WURP Nominees; provided, however, that two of the five WURP Nominees shall each also be an Independent Nominee;
(B) between fifteen percent (15%) and nineteen and 9/10s percent (19.9%) of the total voting power of all then-outstanding Voting Securities, four nominees shall be WURP Nominees; provided, however, that two of the four WURP Nominees shall also be an Independent Nominee;
(C) between ten percent (10%) and fourteen and 9/10s percent (14.9%) of the total voting power of all then-outstanding Voting Securities, three nominees shall be WURP Nominees; provided, however, that one of the three WURP Nominees shall also be an Independent Nominee; and
(D) between five percent (5%) and nine and 9/10s percent (9.9%) of the total voting power of all then-outstanding Voting Securities, two nominees shall be WURP Nominees; provided, however, that one of the two WURP Nominees shall also be an Independent Nominee.
(ii) in each case and subject to the Board nomination rights of any other stockholder, the remaining nominees shall be designated by the Nominating and Governance Committee of the Board.
(c) Each of the WURP Nominees shall hold office until the earlier of (x) a Vacancy Event with respect to such WURP Nominee and (y) the election of a Replacement WURP Nominee in accordance with the provisions of Section 2.3 or the resignation of the WURP Nominee in accordance with Section 2.3(b).
(d) If, at any time, the Workers United Related Parties, together with their Affiliates and Permitted Transferees, shall no longer own at least the percentage of Voting Securities specified in subsection (b)(i)(A), (b)(i)(B), (b)(i)(C), or (b)(i)(D) above, then Workers United’s right to designate the specified number of WURP Nominees shall be reduced accor...
Initial Composition of the Board. The Company shall, and each of the Investors agree with the Company that they shall, take all Necessary Action to cause the Board as of and immediately after the Closing to be comprised of the following Directors: (w) the Company’s chief executive officer (the “CEO Nominee”), who shall initially be Xxxxx Xxxxx as a Class I Director; (x) five Directors nominated by GGC (each, a “GGC Nominee”), who shall initially be Xxxxxxxx Xxxxxxxxxx as a Class I Director, Xxxx Xxxx as a Class II Director, Xxxxxxxx Xxxx as a Class III Director, Xxxxxxx Xxxxx as a Class II Director and Xxxxx Xxxxxxx as a Class III Director; (y) two Directors nominated by Crescent (each, a “Crescent Nominee”), who shall initially be Xxxxxx X. Xxxxx as a Class III Director and Xxxx X. Xxxxx as a Class II Director; and (z) three Directors jointly approved by GGC and Crescent who (i) shall fulfill the Company’s board diversity requirements pursuant to California AB 979 by December 31, 2021 and (ii) shall be “independent” as defined under Nasdaq Listing Rule 5605(a)(2) and any applicable law (each, an “Independent Nominee”), who shall initially be Xxxxxx X. X. Xxxxxxxx as a Class I Director, Xxxxx Xxxxxxxx as a Class II Director and Xxxxxxxx Xxx as a Class III Director.
Initial Composition of the Board. (a) The Board of Directors shall consist of one or more members (each a “Director” and any two or more, “Directors”) as determined from time to time by written consent of, or affirmative vote at a meeting of Members representing a Majority Interest.
(b) The initial number of Directors shall be between three (3) and five (5), comprised as follows:
(i) one Director shall be the Company’s President and CEO; and
(ii) each additional Director (the “Additional Directors”) shall be appointed by written consent of, or affirmative vote at a meeting of Members representing, a Majority Interest.
(c) The initial term of each of the Additional Directors shall be one (1) year from the date of this agreement, subject to removal by written consent of, or affirmative vote at a meeting of Members representing, a Majority Interest.
Initial Composition of the Board. PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at Closing of nine directors (each, a “Director”), (v) three of whom have been nominated by the ORC Principal Representative (each, an “ORC Director”), initially Xxxx Xxxxxxxx, Xxxx Xxxxxxxxxx and Xxxxx X. Xxxxxx, (w) two of whom have been nominated by the Xxxx Principal Representative (each, a “Xxxx Director”), initially Xxxxxxx Xxxx and Xxxx Xxxx, (x) one of whom has been nominated by NB, initially Xxxxxx X. Xxxxxxxx, (the “NB Director”), and (y) three of whom meet the independence requirements of the New York Stock Exchange and have initially been nominated by majority vote of the Key Individuals (each, an “Independent Director”), initially Xxxxx Xxxxxx, Xxxx Xxxxx, and Xxxxxxx Xxxx; such foregoing Directors to be divided into three classes of Directors, with each class serving for staggered three year-terms as follows:
