Representation on GABC Board and German American Regional Advisory Board. (a) GABC shall cause one (1) person who is currently a member of the Citizens First Board of Directors (who shall be chosen by GABC in accordance with GABC's policies and requirements after consultation with Citizens First) to be appointed to the GABC Board of Directors following the Effective Time. The appointment shall occur promptly following the Effective Time, and no later than sixty (60) days after the Effective Time. The person appointed will then be nominated for election to serve for a term of three (3) years at the first annual meeting of the shareholders of GABC for which nominations remain open following the person's appointment. (b) GABC shall cause all independent directors who are currently members of the CF Bank Board of Directors, other than the director appointed to GABC's Board of Directors pursuant to Section 5.05(a) hereof, to be appointed to a newly-created Regional Advisory Board of German American, as soon as practicable after the Effective Time, and in no event later than sixty (60) days after the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Citizens First Corp), Merger Agreement (German American Bancorp, Inc.)
Representation on GABC Board and German American Regional Advisory Board. (a) GABC shall cause one (1) person who is currently a member of the Citizens First RVB Board of Directors (who shall be chosen by GABC in accordance with GABC's policies and requirements after the opportunity for consultation with Citizens Firstregarding its choice having been afforded to RVB) to be appointed to the GABC Board of Directors at the monthly meeting following the Effective Time. The appointment shall occur promptly following the Effective TimeClosing Date, and no later than sixty thirty (6030) days after the Effective TimeClosing Date. The person appointed will then be nominated for election to serve for a term of three (3) years at the first annual meeting of the shareholders of GABC for which nominations remain open following the person's ’s appointment.
(b) GABC shall cause all independent directors who are currently members of the CF Bank River Valley Financial Board of Directors, other than the director appointed to GABC's ’s Board of Directors pursuant to Section 5.05(a) hereof, to be appointed to a newly-created Regional Advisory Board of German American, as soon as practicable after the Effective Time, and in no event later than sixty thirty (6030) days after the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (German American Bancorp, Inc.), Merger Agreement (River Valley Bancorp)
Representation on GABC Board and German American Regional Advisory Board. (a) GABC shall cause one (1) person who is currently a member of the Citizens First FSI Board of Directors (who shall be chosen by GABC in accordance with GABC's policies and requirements after consultation with Citizens FirstFSI) to be appointed to the GABC Board of Directors following the Effective TimeClosing Date. The appointment shall occur promptly following the Effective TimeClosing Date, and no later than sixty (60) days after the Effective TimeClosing Date. The person appointed will then be nominated for election to serve for a term of three (3) years at the first annual meeting of the shareholders of GABC for which nominations remain open following the person's appointment.
(b) GABC shall cause all independent directors who are currently members of the CF FS Bank Board of Directors, other than the director appointed to GABC's Board of Directors pursuant to Section 5.05(a) hereof, to be appointed to a newly-created Regional Advisory Board of German American, as soon as practicable after the Effective Time, and in no event later than sixty (60) days after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.)