Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares ...
Board Nomination. So long as the Employee is Chairman of the ---------------- Board, President and Chief Executive Officer of the Company, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company.
Board Nomination. (a) If (i) either (1) a person affiliated with ValueAct Capital Management, L.P. or its affiliates (“ValueAct”) (currently Xxxxxxx X. Xxxxx) or (2) a person affiliated with Longview Asset Management, LLC or its affiliates (“Longview”) (currently Xxxxx X. Star), ceases to serve as a member of the Board for any reason in a circumstance, in either case, in which a replacement director that is a person affiliated with such stockholder is not promptly appointed, the Board shall promptly appoint the Xxxx Designee to serve as a director on the Board and thereafter nominate or renominate, as applicable, the Xxxx Designee for election to the Board at the Company’s 2017 and 2018 annual meeting of stockholders; (ii) the Board fails to nominate both a director who is a person affiliated with ValueAct and a person affiliated with Longview for election to the Board at the Company’s 2017 or 2018 annual meeting of stockholders, the Board shall nominate or renominate, as applicable, the Xxxx Designee for election as a director at the Company’s 2017 and 2018 annual meetings of stockholders; or (iii) either ValueAct or Longview ceases to beneficially own at least 5% of the Company’s outstanding Common Stock, the Board shall nominate or renominate, as applicable, the Xxxx Designee for election as a director at the Company’s 2017 and 2018 annual meetings of stockholders; provided that, in the case of any of the foregoing clauses (i) to (iii) of this Section 1(a), (x) the Company shall have completed, to its satisfaction, a customary background check on the Xxxx Designee, (y) the Board does not conclude in good faith, after consultation with outside legal counsel, that such appointment would constitute a breach of the directors’ fiduciary duties (it being acknowledged that to the extent the Board makes such a determination the Company shall promptly inform the Xxxx Group of such determination and a replacement candidate shall be selected pursuant to Section 1(e) below), and (z) under no circumstances shall the Board be obligated to appoint, nominate or renominate more than one Xxxx Designee to the Board pursuant to this Section 1(a).
Board Nomination. The Board shall appoint one individual nominated by a majority in interest of the holders of Preferred Shares, such nominee to be reasonably satisfactory to the Board, to serve as a member of the Board until the next annual meeting of stockholders of the Company. The Company shall enter a customary indemnification agreement in favor of such director and shall maintain at all times directors liability insurance in form and amount reasonably satisfactory to such director.
Board Nomination. At any time that the Investor is not entitled to elect two Preferred Directors in accordance with Section 9(b) of the Certificate of Designations, but the Investor Beneficially Owns shares of Common Stock and/or Shares representing in the aggregate 5% or more of the Total Voting Power of the Company, then the Company agrees that it shall:
Board Nomination. (a) The Company agrees to add the ValueAct Designee to the Board contemporaneously with the execution of this Agreement by increasing the size of the Board and a vacancy thereby created with the ValueAct Designee.
Board Nomination. The Company agrees:
Board Nomination. (a) Subject to Section 1(d), and unless the PL Capital Designee has resigned (or, if the PL Capital Designee is not then a director of the Company, could have been required to resign if the PL Capital Designee were then a director of the Company) pursuant to Section 1(b) or refused to serve as a director of the Company, the Nominating Committee and the Board shall (i) at the 2015 Annual Meeting, the 2016 Annual Meeting and the 2017 Annual Meeting, nominate the PL Capital Designee for election as a director of the Company, together with the other persons so nominated on the Company’s slate in the Company’s proxy statement or proxy card for such annual meetings, with terms expiring at the Company’s next annual shareholders’ meeting following the 2015 Annual Meeting, the 2016 Annual Meeting and the 2017 Annual Meeting, respectively, (ii) recommend that the shareholders of the Company vote to elect the PL Capital Designee as a director of the Company at the 2015 Annual Meeting, the 2016 Annual Meeting and the 2017 Annual Meeting, and (iii) solicit proxies for the election of the PL Capital Designee as a director of the Company at the 2015 Annual Meeting, the 2016 Annual Meeting and the 2017 Annual Meeting in the same manner as it does for all the other members of the Company’s slates. Subject to compliance with applicable laws and regulations, and to the extent consistent with the treatment of other members of the Board, the Company shall, upon the initial election of the PL Capital Designee as a director of the Company, and, thereafter, if the PL Capital Designee is re-elected as a director of the Company, cause the PL Capital Designee to be appointed, or nominated and elected, as a member of Metro Bank’s board of directors (the “Bank Board”) with terms commensurate with the PL Capital Designee’s terms as a director of the Company; provided that if the PL Capital Designee voluntarily resigns from the Board, the PL Capital Designee shall simultaneously resign as a member of the Bank Board. Upon the initial election of the PL Capital Designee to the Board and, thereafter, upon the reasonable request of the PL Capital Designee, the Board shall consult with the PL Capital Designee regarding the appointment of the PL Capital Designee to one or more committees of each of the Board and the Bank Board, with the understanding that the intent of the parties is that the PL Capital Designee shall be considered for membership on committees of the Board and the Bank Board ...
Board Nomination. So long as the Employee is Senior Vice ---------------- President of the Company, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company.
Board Nomination. During the term of this Agreement and so long as the Employee is employed by the Company, the Employee may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors.
