Proxy Appointment. On the date hereof, each Founder shall enter into and cause his Designated Stockholder Parties, as applicable, to enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to (i) his Subject Shares, (ii) any Subject Shares of any of his Designated Stockholder Parties and (iii) any other shares of capital stock of the Company entitled to vote on a matter submitted to a vote of the stockholders of the Company (other than shares of Class F Common Stock) as volunteered by such Founder or any of his Designated Stockholder Parties. If, after the date hereof, a controlled affiliate of a Continuing Founder owns or acquires, directly or indirectly, any Subject Shares (other than Stockholder Party Excluded Shares), and such controlled affiliate has not executed, or is not bound by, a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares, then such Continuing Founder shall, prior to, or substantially concurrently with, any such ownership or acquisition, cause such controlled affiliate to execute and deliver to the Grantee a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares. For the avoidance of doubt, the terms of this Agreement do not restrict the ability of a Founder or any of its affiliates to transfer any Corporation Equity Securities that they hold or own, directly or indirectly, subject to the proxy and power of attorney execution requirements in this Section 2 with respect to certain transfers to a controlled affiliate of a Continuing Founder.

Proxy Appointment. The Depositary or, if the Deposited Securities are registered in the name of or held by its nominee, its nominee, subject to and in accordance with the constituent documents of the Company hereby irrevocably appoints each Holder for the time being on the record date (the "Voting Record Date") fixed by the Depositary in accordance with paragraph (12) in respect of any meeting (at which holders of Deposited Securities are entitled to vote) as its proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented by the ADS registered on the books of the Depositary in the name of such Holder on the Voting Record Date. In respect of any such meeting each such Holder can appoint any person as its substitute proxy to attend, vote and speak on behalf of the Holder subject to and in accordance with the provisions of this paragraph (12) and the constituent documents of the Company.

Proxy Appointment. To secure each Holder’s obligations to vote his, her or its shares of Covered Securities in accordance with this Agreement, (a) each Holder hereby appoints the Chairman of the Board of Directors and the Chief Executive Officer of the Company, or either of them from time to time, or their respective designees, as such Holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Holder’s Covered Securities in favor of the matters set forth in Section 5 and to execute all appropriate instruments consistent with this Agreement with respect to such voting on behalf of such Holder if, and only if, such Holder fails to vote all of such Holder’s Covered Securities or execute such other instruments in accordance with the provisions of Section 5 within five (5) days of the Company’s written request for such Holder’s written consent or signature. The proxy and power granted by each Holder pursuant to this Section are coupled with an interest and are given to secure the performance of such Holder’s obligations under Section 5. Each such proxy and power will be irrevocable during the First Lock-up Period. The proxy and power, so long as any Holder is an individual, will survive the death, incompetency and disability of such Holder and, so long as any Holder is an entity, will survive the merger or reorganization of such Holder.

Proxy Appointment. (a) On the date hereof, each of the parties hereto (other than the applicable grantee) shall enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to its Subject Shares and shall enter into a proxy and power of attorney substantially in the form included in Exhibit B hereto with respect to its Subject Shares. If, after the date hereof, an Affiliate of a Stockholder or Grantee becomes the owner of or otherwise acquires, directly or indirectly, any Subject Shares of a Stockholder or Grantee, such Stockholder or Grantee, as applicable, shall, prior to, or substantially concurrently with, any transaction giving rise to any such ownership or acquisition, cause such Affiliate to (i) execute and deliver to the Grantee a Joinder Agreement to this Agreement substantially in the form included in Exhibit C hereto (unless such Affiliate is already a Stockholder bound by the terms of this Agreement), (ii) execute and deliver to Xx. Xx a proxy and power of attorney substantially in the form included in Exhibit A hereto (unless (x) such Affiliate is at such time already bound by a proxy and power of attorney substantially in the form included in Exhibit A hereto or (y) such time occurs after the Grantee Replacement Date) and (iii) execute and deliver to Xxxxx Xxxxx a proxy and power of attorney substantially in the form included in Exhibit B hereto (unless (x) such Affiliate is at such time already bound by a proxy and power of attorney substantially in the form included in Exhibit B hereto or (y) at such time Xxxxx Xxxxx is deceased or has been determined to be Disabled). For the avoidance of doubt, this Agreement does not restrict the ability of a Stockholder or Grantee to transfer any Equity Securities that it holds or owns, directly or indirectly, subject to complying with the Joinder Agreement and proxy and power of attorney requirements in this Section 2(a) if transferring to an Affiliate of a Stockholder or Grantee. (b) Each Stockholder agrees that, with respect to a given matter subject to a vote of the stockholders of the Company or action by written consent by the stockholders of the Company, unless Grantee provides explicit written notice to such Stockholder that it may vote its Subject Shares as desired by such Stockholder and without limitation to each proxy and power of attorney delivered hereunder, such Stockholder shall not vote any of its Subject Shares (in person, by proxy or by action by written co...

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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. (b) The Board Representative shall, subject to applicable law, be one of the Company’s nominees to serve on the Board of Directors. The Company shall use its reasonable best efforts to have the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other Company nominees to the Board of Directors. At the option of the Board Representative, the Board of Directors shall cause such Board Representative to be appointed to the Compensation Committee of the Board of Directors, and any equivalent committee of the Bank, so long as the Board Representative qualifies to serve on such committees under the Company’s or the Bank’s committee charters currently in effect, as applicable, and applicable rules of any exchange on which the Common Stock is then listed, and such service is consistent with commitments that Castle Creek has provided to the Federal Reserve in connection with the transaction and would not result in Castle Creek being deemed in control of the Company for purposes of the BHC Act. The Company shall ensure, and shall cause the Bank to ensure, that the Board of Directors, the Bank Board, the Compensation Committee of the Board of Directors and any equivalent committee of the Bank shall have at least four members for so long as Castle Creek shall have the right to appoint a Board Representative. Castle Creek covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). Notwithstanding anything to the contrary contained herein, at all times when Castle Creek maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 1(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Board of the Board Representative, Castle Creek shall have the right to designate the replacement for such Board Representative, which replacement shall satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company, and 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 and the Bank Board shall use their respective commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board and the Bank Board), using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Board Representative shall be entitled to compensation, including fees, and indemnification and insurance coverage in connection with his or her role as a director, to the same extent as other directors on the Board or the Bank Board, as applicable, and the Board Representative shall be entitled to reimbursement for reasonable documented, out-of- pocket expenses incurred in attending meetings of the Board and the Bank Board, or any committee thereof, in accordance with Company policy. (e) The Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by Castle Creek and/or certain of its Affiliates (collectively, the “Castle Creek Indemnitors”). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by the Board Representative for indemnification arising out his or her service as a director of the Company and/or the Bank (1) that it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Board, as applicable) are primary, and any obligation of the Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.
Probationary Appointments The duration of a probationary appointment for persons appointed after the signing of this Collective Agreement shall normally be six (6) years, unless a shorter period was stipulated in the letter of appointment.
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.
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.
Grant of Irrevocable Proxy; Appointment of Proxy (a) Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.
Initial Appointment A person who receives an initial appointment to a position in the bargaining unit for or during a fiscal or academic year shall be appointed at a salary at least equal to the applicable minimum salary for that fiscal or academic year as specified in Article 25.5.
Continuing Appointment A continuing appointment shall continue until retirement or until otherwise terminated pursuant to this Agreement.
Term Appointments 1.02.1 A term appointment is one in which the beginning and end dates of employment are clearly identified in the appointment letter. 1.02.2 It is agreed that employees employed on term appointments (hereinafter referred to as term employees) are covered by the terms of this Collective Agreement except for those Articles and conditions set out below: a) It is agreed that there is no guarantee or commitment of employment to an employee beyond that which is identified in their appointment letter. b) Term appointments normally are from 3 months to 1 year in length, though such an appointment may be for a longer period under special circumstances such as, Long Term Disability, Family Leave or Leave of Absence. c) Prior to hiring or renewing an employee on a term appointment, Human Resources staff will evaluate a job description submitted by the Department Head/Designate and determine the appropriate salary range and hiring salary in accordance with the Salary Administration provision of this Agreement. If the original appointment letter indicates a period of employment of more than 12 months, or if the employee's actual period of employment in the same position exceeds 12 months, the position description will be submitted for evaluation by the Joint Technical Position Evaluation Committee at the beginning of the thirteenth month of employment. If this evaluation results in a salary increase, the increase shall be made effective to the beginning of the thirteenth month of employment. d) Notwithstanding Article 21.01, term appointments of 3 to 6 months duration will not normally be posted; however, written notice will be sent to the Union. e) For the purposes of seniority, term employees will not be considered as new employees if they are rehired within 6 months of a previous termination. f) Notwithstanding Article 17 (Sick Leave), term employees shall be entitled to accumulate paid sick leave determined at the rate of 2 days per calendar month of their appointment to a maximum of 60 days. g) Notwithstanding Article 12 (Layoff and Recall), in the event of a layoff the University will provide as much advance notice as possible to term employees. However, term employees shall not be entitled to recall rights. h) Term employees shall not be covered by the following articles or clauses of the Collective Agreement: Article 12, Article 17.01, Article 17.02, Article 21.05. i) Term employees whose employment has been renewed beyond the original term appointment, and whose appointment will not be renewed again, will be given a minimum of 2 weeks’ notice or notice pursuant to the Employment Standards Act, whichever is greater, confirming the end date stated in their subsequent appointment letter. j) Term employees who are laid off are entitled to severance pay in accordance with Appendix B, Chart B.
Letter of Appointment At the time of hire, or upon change in status, each Nurse shall be provided in writing, with the Nurse’s status as a Regular Nurse; the Nurse’s placement on the increment scale; and where the Nurse is in a Regular or Temporary Position, information describing the Nurse’s position with the Employer, including the designation as to his or her percentage of Full-Time hours.
Temporary Appointments Where operational requirements make it necessary, the Employer may make temporary appointments pending the posting and consideration of Union personnel pursuant to 16.01 above.

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