Bank Directors. The Holding Company agrees to structure the initial Board of Directors of the Bank to include and to be limited to each of the Organizers and Xxxxxxx X. Xxxxxxx, or another director or officer of the Holding Company designated by Xx. Xxxxxxx (or in his absence the CEO of the Holding Company). Upon the organization of the Bank, the Holding Company further agrees to elect each of the Organizers to the Board of Directors of the bank. Notwithstanding the foregoing, the Board of Directors of the Bank shall not include any Organizer: (i) who does not agree to serve on the Board of Directors, (ii) who is prohibited by federal or state law, rule, or regulation, or the Bank's Bylaws, from serving on the board of directors of a bank or subsidiary of a publicly held company, (iii) who has violated this Agreement, or (iv) who is not approved by the Board of the Holding Company, which approval will not be unreasonably withheld.
Bank Directors. Wesbanco covenants and agrees that as of the Effective Date it will appoint, as additional directors of Bank, Xxxx X. Xxxxxxx, Xxxxxx X. XxXxxxx, and Xxxxxxx X. XxXxxxx, specifically waiving for such limited term, its age 70 provision of its Bylaws. Such individuals shall serve until the annual meeting to be held in April, 2002, at which time the terms for Xxxx X. Xxxxxxx and Xxxxxx X. XxXxxxx shall expire. At such annual meeting, Xxxxxxx X. XxXxxxx shall be re-appointed to the Bank Board and shall serve until his successor shall have been duly elected and qualified.
Bank Directors. Wesbanco covenants and agrees that as of the Effective Date it will appoint, as additional directors of Bank, Jack A. Cartner, Jolyon W. McCamic, and Jeffrey W. XxXxxxx, xxxxxxxcaxxx xxxxxxx xxx xuch lixxxxx xxxx, xxx xxe 70 provision of its Bylaws. Such individuals shall serve until December 31, 2002, at which time the terms for Jack A. Cartner and Jolyon W. McCamic shall expire axx xxxx xxxx resign xxxx xxx Xxxx Xxxrd. Jeffrey W. McCamic shall continue as a member of the Xxxx Xxxxx xxx shall serve until his successor shall have been duly elected and qualified.
Bank Directors. The Holding Company agrees to structure the initial Board of Directors of the Bank to include and to be limited to each of the Organizers, plus the Chief Executive Officer and the Chief Financial Officer of the Holding Company, who are currently Dxxxx X. Xxxxxxx and Cxxxxxx Xxxxxx. Upon the organization of the Bank, the Holding Company further agrees to elect and re-elect each of the Organizers to the Board of Directors of the Bank until such time as the Board of Directors of the Bank, by a two-thirds vote (with or without cause) with the concurrence of the Holding Company, which concurrence shall not be unreasonably withheld, requests that one or more of the Bank's directors be replaced. In this event, the Holding Company shall replace the appropriate directors of the Bank, in accordance with the instructions of the Bank's Board of Directors, at the earliest practicable time in accordance with the Bank's bylaws and applicable regulatory restrictions. Notwithstanding the foregoing, the Board of Directors of the Bank shall not include any individual: (i) who does not agree to serve on the Board of Directors, (ii) who is prohibited by federal or state law, rule, or regulation, or the Bank's bylaws or otherwise fails to receive the approval of the relevant bank regulatory agencies, to serve on the board of directors of a bank or subsidiary of a publicly held company, (iii) who has materially violated this Agreement, or (iv) who is not approved by the Board of the Holding Company, which approval will not be unreasonably withheld. The Holding Company hereby approves each of the initial 16 Organizers who have executed this Agreement to serve on the Bank's initial Board of Directors.
Bank Directors. Wesbanco covenants and agrees that as of the Effective Date it will appoint, as additional directors of Bank, Jacx X. Xxxxxxx, Xolxxx X. XxXxxxx, xnd Jefxxxx X. XxXxxxx, xpecifically waiving for such limited term, its age 70 provision of its Bylaws. Such individuals shall serve until the annual meeting to be held in April, 2002, at which time the
Bank Directors. Each of the directors of Bank shall tender their respective resignations as a director effective as of the Closing Date, which resignations shall be accepted by the Buyer.
