New Director Appointments Sample Clauses

New Director Appointments. Duly adopted resolutions of the XC Board, effective as of the SA Closing, accepting the resignations of the Resigning XC Directors and appointing the FH Directors to the XC Board, as contemplated by the Shareholders Agreement.
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New Director Appointments. As promptly as practicable following the execution of this Agreement, the Company and the Board of Directors of the Company (the “Board”) will take all necessary actions to increase the size of the Board to the extent necessary in connection with the appointments contemplated by this paragraph 1. Subject to the last sentence of this paragraph 1, the Company and the Board will take all action necessary so that (a) as promptly as practicable following the execution of this Agreement, Xxxxx Xxxx (the “Xxxxxxx Designee”) will be appointed to the Board as a Class II director with a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”); (b) as promptly as practicable following the date of consummation of the transactions contemplated by the Investment Agreement, dated as of March 9, 2020, between the Company and Silver Lake Partners V DE (AIV), L.P., Xxxx Xxxxxx (the “SLP Designee”) will be appointed to the Board as a Class III director with a term expiring at the Company’s 2022 annual meeting of stockholders; and (c) as promptly as practicable following the completion of the Company’s director search process, one additional Independent director selected by the Company will be appointed to the Board as a Class II director with a term expiring at the 2021 Annual Meeting (such person, together with the Xxxxxxx Designee and the SLP Designee, the “New Directors”). The appointment of each New Director to the Board will be subject to and contingent upon the provision by such New Director of any information the Company reasonably requires to complete its customary onboarding procedures for Board members (including a customary background check and review of such New Director’s independence and potential conflicts).
Sample 1
New Director Appointments. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to (i) increase the size of the Board by two (2) directors to a total of seventeen (17) directors and (ii) appoint each of Xxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxx (each, a “New Director” and, together, the “New Directors”) as members of the Board, in each case, in accordance with the Company’s Amended and Restated Articles of Incorporation (the “Articles”), the Company’s Amended and Restated By-laws (the “Bylaws”) and the General and Business Corporation Law of Missouri, and effective on March 3, 2020.
Sample 1
New Director Appointments. Duly adopted resolutions of the XC Board, effective as of the SA Closing, accepting the resignations of the Resigning XC Directors and appointing the FH Directors to the XC Board, as contemplated by the Shareholders Agreement. Subscription Agreement – Exhibit A: Charter Amendment CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF XEROX CORPORATION Under Section 805 of the Business Corporation Law The undersigned, [ ], [ ] of Xerox Corporation, a New York corporation (the “Corporation”), HEREBY CERTIFIES that:
Sample 1
New Director Appointments. As promptly as practicable following the date of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to increase the size of the Board and appoint Xxxxx Xxxx (the “Investor Designee”) and Xxxx Xxxxxx (the “New Independent Director,” and together with the Investor Designee, the “Initial Directors”) as new members of the Board. The Xxxxxxx Parties shall have the right, exercisable in the Xxxxxxx Parties’ sole discretion, at any time following the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), to privately recommend to the Company one (1) additional director (when appointed, the “Additional Independent Director,” and together with the Initial Directors, the “New Directors”) for appointment to the Board, selected from a list collectively developed by the Company and the Xxxxxxx Parties, with such appointment to take effect no later than ten (10) business days after the Xxxxxxx Parties make such selection. The size of the Board will be determined by the Board, provided that the Board will increase the size of the Board as necessary to enable the appointment of the New Directors in accordance with the Amended and Restated Bylaws of the Company (the “Bylaws”) and the Delaware General Corporation Law (the “DGCL”).
Sample 1
New Director Appointments. Within five business days following the Effective Date and subject to the satisfaction of the Company’s customary director onboarding procedures, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to increase the size of the Board by three and appoint Xxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx and Xxxxxxx Xxxxx (the “New Directors”) as new members of the Board to fill the vacancies created by such increase in the size of the Board, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company agrees that (i) from the Effective Date until the commencement of the 2024 Annual Meeting, the size of the Board shall be no greater than 15 directors and (ii) from the closing of the 2024 Annual Meeting until the termination or expiration of the Cooperation Period (as defined below), the size of the Board shall be no greater than 11 directors.
Sample 1
New Director Appointments. Within two business days after the execution of this Agreement, the Board of Directors of the Company (the “Board”) and its committees shall take such actions as are necessary to increase the size of the Board and appoint Xxxxx Xxxxxxxxx (the “Class I Designee”) as a Class I member of the Board, Xxxxx Xxxxx (the “Class II Designee”) as a Class II member of the Board, and Xxxx Xxxxxx (the “Class III Designee”) as a Class III member of the Board. The Class I Designee, Class II Designee and Class III Designee (together, the “New Directors”) shall not be subject to any conditions or terms not already applicable to sitting directors of the Company.
Sample 1
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New Director Appointments. As promptly as practicable following the date of this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary to increase the size of the Board and appoint Xxxxxx Xxxx (the “Investor Designee”) Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxxxxx, and Xxxxxxxxx Xxxxxxx (the “New Independent Directors,” and together with the Investor Designee, the “New Directors”) as new members of the Board. The Board will increase the size of the Board as necessary to enable the appointment of the New Directors in accordance with the Company’s Restated Code of Regulations (the “Bylaws”) and the Ohio General Corporation Law (the “OGCL”). The Company agrees that from the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) until the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), the size of the Board shall be no greater than thirteen (13) directors.
Sample 1
New Director Appointments. Duly adopted resolutions of the XC Board, effective as of the SA Closing, accepting the resignations of the Resigning XC Directors and appointing the FH Directors to the XC Board, as contemplated by the Shareholders Agreement. Schedule 2 - 2 Subscription Agreement – Exhibit A: Charter Amendment CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF XEROX CORPORATION Under Section 805 of the Business Corporation Law The undersigned, [ ], [ ] of Xerox Corporation, a New York corporation (the “Corporation”), HEREBY CERTIFIES that: FIRST: The name of the Corporation is XEROX CORPORATION. The name under which it was formed is “The Haloid Company”.
Sample 1

Related to New Director Appointments

  • Board Appointments (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that will become effective no later than upon the conclusion of the 2020 Annual Meeting.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

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