Parent's Board of Directors. Promptly after the Effective Time, the Parent will take all action necessary to cause Xxxx X. Xxxxx to be elected or appointed a member of the Parent's Board of Directors, including, if necessary, increasing the size of the Parent's Board of Directors and appointing Xxxx X. Xxxxx to the vacancy created thereby.
Parent's Board of Directors. Prior to the Effective Time, Parent’s Nominating and Corporate Governance Committee shall recommend to Parent’s Board of Directors one Person from the Board of Directors of the Company to serve on the Board of Directors of Parent following the Effective Time. Such Person shall have been an active member of the Company’s Board of Directors as of June 30, 2014 through the Effective Time, with personal connections to the local civic and business community of the Company, and shall have qualified as an “independent” director of Parent under applicable Nasdaq rules and otherwise meet any qualifications under Parent’s Bylaws and applicable Laws. Upon approval of such Person by Parent’s Board of Directors, such director shall be invited to join the Boards of Directors of Parent and Columbia State Bank effective as of the Effective Time. Such director shall be entitled to compensation, indemnification and expense reimbursement in connection with his or her role as a director to the same extent as other directors on such Boards of Director of Parent and Columbia State Bank. Upon Closing or promptly thereafter, Columbia State Bank shall form an advisory board and invite members of the Company’s Board of Directors as shall be mutually agreed between Parent and the Company to join such advisory board on further terms and conditions to be determined by Columbia State Bank prior to Closing.
Parent's Board of Directors. Prior to the Effective Time, Parent shall take all steps necessary to enlarge it Board of Directors, as of the Effective Time, to eleven (11) members and fill the newly created vacancies with the following three (3) individuals from the current directors of Company: Xxxxxx X. Xxxxxx, Xxxxx X. Short and Xxxxxxx X. Xxxxxxx. Effective as of the closing of the private equity financing described in Section SECTION 7.02(j), Parent shall take steps necessary to enlarge its Board of Directors to add one (1) individual (the "Special Situations Nominee") acceptable to the current directors of parent designated jointly by Special Situations Fund III, L.P., Special Situations Fund Cayman, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Technology Fund, L.P. Effective as of the date of the next annual stockholder meeting, Parent shall take all steps necessary to reduce the size of its Board of Directors to ten (10) members, consisting of (a) six (6) individuals chosen by the current directors of Parent from among the current directors of Parent, (b) two (2) individuals chosen by the current directors of Parent from among the current directors of Company (who shall be Messrs. Xxxxxx and Short), (c) Xx. Xxxx Xxxxx (or another person designated by Alloy Ventures Fund 2000, LLC acceptable to the current directors of Parent) and (d) the Special Situations Nominee. SECTION 3.15
Parent's Board of Directors. At the Effective Time of the Merger, the directors of Parent shall elect one Person mutually agreed to by the Chairman of the Board of Parent and the Chairman of the Board of the Company to the Board of Directors of Parent. Such director shall be a Class III Director of Parent and will serve until the annual meeting of Parent's stockholders to be held in 1999. In addition, as of the Effective Time of the Merger, the directors of Parent shall appoint Carl X. Xxxxxxxx xx act as an advisory non-voting director to the Board of Directors of Parent for a term expiring at the annual meeting of Parent's stockholders in 2000, with full rights to notice of and to attend all meetings of the Board of Directors, and reimbursement of expenses attendant thereto, as if he were a director. At the end of such three-year term, Mr. Xxxxxxxx xxxll be entitled to be considered by the directors of Parent for election as a regular director of Parent.
Parent's Board of Directors. As of the Effective Time, (a) Parent shall increase the size of its Board of Directors to enable it to appoint Dxxxx X. Xxxxxx plus two other members of the Board of Directors of the Company selected by mutual agreement of Parent and the Company (the “Director Designees”) as members of such Board of Directors and (b) the Parent Board of Directors shall appoint each of the Director Designees to such Board of Directors, to serve in such capacities until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of Parent.
Parent's Board of Directors has (i) approved and adopted this Agreement and the Merger, and has authorized Parent, as Merger Sub's sole shareholder, to approve and adopt this Agreement and the Merger, and (ii) determined that in its opinion the Merger is advisable and fair to and in the best interests of Parent's stockholders. Merger Sub's Board of Director has approved and adopted this Agreement and the Merger and has determined that in its opinion the Merger is advisable and fair to and in the best interests of Merger Sub's sole shareholder. The approvals and adoptions described in this Section 3.2(b) satisfy all applicable requirements to be satisfied by Parent and Merger Sub under the Delaware General Corporation Law and the California Law.
Parent's Board of Directors at a meeting duly called and held, has (i) approved this Agreement and declared it advisable, and (ii) resolved to recommend that stockholders of Parent approve the Issuance Proposal and the Charter Amendment Proposal (the “Parent Board Recommendation”) and directed that such proposals be submitted for consideration of the stockholders of Parent at Parent Stockholders Meeting.
Parent's Board of Directors. With the exception of M. Xxxxx Xxxx, each member of the Parent’s current Board of Directors shall resign from such position effective immediately upon the Closing. Upon Closing Parent shall also appoint Hanseo Park, Xxxxx Xxxxxx, Xxxxxx Xxxx and Xxxxxx Xxx to Parent’s Board of Directors. Xxxxx Xxxxxx shall serve as Parent’s Chairman of the Board.
Parent's Board of Directors. As of the Effective Time, (a) Parent shall increase the size of its Board of Directors (the "Parent Board") to enable it to appoint Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxx (the "Director Designees") as members of the Parent Board and (b) the Parent Board shall appoint each of the Director Designees to the Parent Board, to serve in such capacities until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Parent and the Stockholders Agreement.
Parent's Board of Directors. As of the Effective Time, Parent's Board of Directors shall cause (i) Lawrxxxx xx be designated as Chairman of the Board of Parent, (ii) the size of the Board to be increased by 2 members and (iii) Lawrxxxx xxx one other person (who shall be mutually agreeable to Lawrxxxx xxx the Board of Parent) to be elected by the Board to fill such newly created directorships.
