Xxxxxx and Xxxxxx X. Xxxxxx and each of them, with full power of substitution, to execute in the name and on behalf of the undersigned any report pursuant to Section13(d) of the Securities Exchange Act of 1934, as amended, including any amendment to the Schedule 13D/A filed herewith with respect to the undersigneds beneficial ownership of securities, including derivative securities, of the The Seibels Xxxxx Group, Inc. (the Company) and any joint filing agreement with respect thereto and to file the same, with any exhibits thereto (including this Joint Filing Agreement), and any amendments thereto as the person(s) so acting deems appropriate with the Securities and Exchange commission. The Nasdaq Stock Market and the Company. Date: May 18, 1998 /S/ XXXXXXX X. XXXXXX ----------------------------------- Xxxxxxx X. Xxxxxx /S/ XXXXXX X. XXXXXX ----------------------------------- Xxxxxx X. Xxxxxx /S/ XXXX X. XXXXXXX ----------------------------------- Xxxx X. Xxxxxxx
Xxxxxx and Xxxxxx X. Xxxxxxx to xxxxxx with the Stockholders on a regular and frequent basis and to report the general status of MCSC's ongoing condition and operations. The Stockholders hereby agree that, as of the date hereof, they will not buy or sell any shares of MCSC Common Stock during this period and TBS shall take appropriate precautions to prevent any other director, officer, employee, agent, Affiliate or Associate of TBS from trading the securities of MCSC if they obtain AGREEMENT AND PLAN OF REORGANIZATION PAGE 37 or possess knowledge of Confidential Information (as defined below) of MCSC.
Xxxxxx and Xxxxxx X. XXXXXX, as the General Partners (“General Partners”) and XXXXXXX X. XXXXXX, XXXX X. XXXXXX, XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX REVOCABLE TRUST, REPUBLIC BANK AND TRUST COMPANY, TRUSTEE OF THE XXXXXXX XXXXXX XXXXXX IRREVOCABLE TRUST, XXXXX XXXXXX, XXXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX XXXXXX TRUST, XXXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXXX XXXXXX TRUST, XXXXXXX X. XXXXXX, TRUSTEE OF THE XXXXX XXXXXX TRUST, XXXXXXX X. XXXXXX, TRUSTEE OF THE XXXXX XXXXXX TRUST, XXXXXXX X. XXXXXX, TRUSTEE OF THE XXXXX XXXXXX TRUST, AND XXXXX X. XXXXX, TRUSTEE OF THE XXXXX X. XXXXX TRUST, as the Limited Partners (“Limited Partners”). The General Partners and the Limited Partners hereinafter identified are referred to collectively as the “Partners.” The Partners desire to amend and restate the Partnership Agreement for Teebank Family Limited Partnership (the “Partnership”), and in consideration of their mutual agreements, they agree as follows.
Xxxxxx and Xxxxxx X. Xxxxxxx, Xx. to Palmetto Electric Cooperative, Inc., dated December 31, 1986, filed for record February 5, 1987 at 9:25 a.m., recorded in Book 470, Page 733, aforesaid Records.
Xxxxxx and Xxxxxx X. Xxxxxxx (collectively, the “Nominees”) as directors of CBSI and Community Bank to fill the vacancies created by the expansion, effective as of the Effective Time. Each Nominee shall be appointed to CBSI’s Board and Community Bank’s Board provided that, in the exercise of their fiduciary duties, the Boards of CBSI and Community Bank have determined that each such person satisfies all requirements generally applicable to nominees and directors serving on the Boards of CBSI and Community Bank, including requirements under applicable law and regulations, CBSI’s and Community Bank’s Bylaws, and CBSI’s Corporate Governance Guidelines as administered by its Nominating and Corporate Governance Committee. Subject to the exercise of the fiduciary duties of CBSI’s Board of Directors, CBSI shall cause the Nominating and Corporate Governance Committee to nominate, and shall cause its Board to recommend for election, the Nominees at CBSI’s 2011 annual meeting of stockholders. In the event a Nominee resigns or otherwise becomes ineligible to serve prior to the 2011 annual meeting, a majority of the members of the Advisory Board shall be entitled to recommend to CBSI’s Nominating and Corporate Governance Committee an individual to serve as his or her replacement. Such substitute nominee must meet all of the qualifications for serving on the Boards of CBSI and Community Bank that generally may apply to nominees and directors at the time of election. Nothing contained in this Section 5.11(c) shall be construed to limit the ability of the respective Boards of Directors of CBSI and Community Bank to further increase the size of such Boards from time to time as they may deem appropriate.
Xxxxxx and Xxxxxx X. Xxxxx. The fifth initial member shall be mutually acceptable to the Company and the Investors. Following the appointment of the Class I Designee to the Board, the Company shall cause the Class I Designee to be appointed to, and remain a member of, the Financial Operating Committee until at least the Trigger Date.
Xxxxxx and Xxxxxx X. XxXxxx, principal shareholders of Seller, individually, and deliver to Buyer on the Closing Date, a commitment to the same effect with respect to their personal activities, except on behalf of Buyer, for a period of five (5) years from the Closing Date.
Xxxxxx and Xxxxxx X. XxXxxx shall contain a provision whereby they acknowledge that they have sufficient experience and ability to permit them to obtain employment in areas which are not in violation of the restrictive covenants contained herein, and that enforcement of such covenants will not prevent them from earning a livelihood. The restrictive covenant granted by Xxxxx X.
Xxxxxx and Xxxxxx X. XxXxxx shall be effective during the term of their employment with Buyer and for a period of five years thereafter, notwithstanding any contrary provision herein.
Xxxxxx and Xxxxxx X. XxXxxx in a principal executive capacity from and after the Closing Date, and Seller hereby affirms that it is its understanding that Xxxxx X.
