Common use of Board Appointment Clause in Contracts

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.

Board Appointment. NSE shall (ai) Following effective immediately following the Closing and upon the written request of Castle Creek, the Company will promptly cause appoint a person designated by Castle CreekMHR (who is currently contemplated to be H.C. “Kxx” Fxxxxxxx) to fill a casual vacancy on the Board of NSE; (ii) upon the six (6) month anniversary of the Closing Date appoint a second person designated by MHR to fill a second casual vacancy on the Board of NSE provided that, who shall in each such case in clauses (i) and (ii), the MHR designee must be reasonably acceptable to the Company NSE (such acceptance not to be unreasonably withheld or delayed) and provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable each such MHR designee provides a valid consent 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 act as a director of NSE; and (iii) in connection with the Companynext annual general meeting of the shareholders of NSE, nominate those same two (2) MHR appointees (or, if either or both of those appointees has since resigned or become unable or unwilling to serve as a director, such other person or persons who have been designated by MHR as its replacement appointee directors and Riverview Bank who are reasonably acceptable to NSE (the “Bank”such acceptance not to be unreasonably withheld or delayed)) board for election to three-year terms as directors of directors (the “Bank Board”), NSE subject to all legal the terms of NSE’s Constitution, the Corporations Act, the ASX Listing Rules and regulatory requirements regarding the remainder of this Section 13.4. If at any time during his or her service and election or appointment as a director of NSE, a MHR designee becomes unable or unwilling to serve as a director, or if MHR requests that either or both of its designees resign from 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 NSE Board, in each case NSE shall fill such vacancy or vacancies with another person or persons designated by MHR and reasonably acceptable to NSE (such acceptance not to be unreasonably withheld or delayed), provided always that if at any time MHR ceases for as long as Castle Creek, together with its Affiliates, owns the greater of: a continuous period of five (i5) in the aggregate, 50% or more of all of the Business Days to hold Shares purchased pursuant corresponding to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, at least 5% of the Common StockNSE’s issued capital, Series A Preferred Stock and Non-Voting Common Stock, taken NSE may require MHR’s designees as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything directors 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 immediately 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 CompanyNSE Board.

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, 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 the Horry County State 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) either in the aggregate, 50% or more of all of the purchased Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) or, in the aggregate, 55.0% 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.. Exhibit 10.1

Board Appointment. NSE shall (ai) Following effective immediately following the Closing and upon the written request of Castle Creek, the Company will promptly cause appoint a person designated by Castle CreekMHR (who is currently contemplated to be H.C. “Xxx” Xxxxxxxx) to fill a casual vacancy on the Board of NSE; (ii) upon the six (6) month anniversary of the Closing Date appoint a second person designated by MHR to fill a second casual vacancy on the Board of NSE provided that, who shall in each such case in clauses (i) and (ii), the MHR designee must be reasonably acceptable to the Company NSE (such acceptance not to be unreasonably withheld or delayed) and provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable each such MHR designee provides a valid consent 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 act as a director of NSE; and (iii) in connection with the Companynext annual general meeting of the shareholders of NSE, nominate those same two (2) MHR appointees (or, if either or both of those appointees has since resigned or become unable or unwilling to serve as a director, such other person or persons who have been designated by MHR as its replacement appointee directors and Riverview Bank who are reasonably acceptable to NSE (the “Bank”such acceptance not to be unreasonably withheld or delayed)) board for election to three- year terms as directors of directors (the “Bank Board”), NSE subject to all legal the terms of NSE’s Constitution, the Corporations Act, the ASX Listing Rules and regulatory requirements regarding the remainder of this Section 13.4. If at any time during his or her service and election or appointment as a director of NSE, a MHR designee becomes unable or unwilling to serve as a director, or if MHR requests that either or both of its designees resign from 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 NSE Board, in each case NSE shall fill such vacancy or vacancies with another person or persons designated by MHR and reasonably acceptable to NSE (such acceptance not to be unreasonably withheld or delayed), provided always that if at any time MHR ceases for as long as Castle Creek, together with its Affiliates, owns the greater of: a continuous period of five (i5) in the aggregate, 50% or more of all of the Business Days to hold Shares purchased pursuant corresponding to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, at least 5% of the Common StockNSE’s issued capital, Series A Preferred Stock and Non-Voting Common Stock, taken NSE may require MHR’s designees as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything directors 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 immediately 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 CompanyNSE Board.

Board Appointment. (a) Following the Closing and upon the written request of Castle CreekRMB Capital, the Company will promptly cause a person designated by Castle Creek, RMB Capital 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 the Horry County State 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 CreekRMB Capital, together with its Affiliates, owns the greater of: (i) either in the aggregate, 50% or more of all of the purchased Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) or, in the aggregate, 55.0% 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 CreekRMB Capital, 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 RMB Capital no longer has a Minimum Ownership Interest, Castle Creek RMB Capital 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 RMB Capital shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.. Exhibit 10.1

Board Appointment. (a) Following On and after the Closing and upon Date, Seller shall have the written request of Castle Creek, the Company will promptly cause right to select 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”), designee to be elected or appointed to the Board of Directors of Parent, who shall initially be Xxxxxx Xxxxx. Any such designee must meet the Company qualifications for director set forth in the Parent’s Organizational Documents and must be willing to serve and to comply with applicable Law, including filing necessary reports with the SEC. Parent shall take all such steps as are necessary to cause the election of such designee to the Board of Directors of Parent as of immediately following the Closing, including increasing the number of directors constituting the Board of Directors of Parent to ten (10). Thereafter, for so long as Seller, or an Affiliate of Seller to whom any of the “Securities Consideration is transferred, beneficially owns at least one percent (1%) of the issued and outstanding shares of TransEnterix Stock, Parent’s Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election upon request from Seller, shall include such individual, or appointment other Seller designee meeting the foregoing requirements, as a director of Board nominee in proxy materials soliciting stockholder votes in 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 shall recommend to Parent’s stockholders 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% election of such nominee. Such elected Board member shall be eligible to be elected to one or more of all of the Shares purchased Board committees pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) terms and conditions of Parent’s Organizational Documents, and applicable Law, including the requirements of the SEC and the stock exchange on which the TransEnterix Stock is then listed. Parent shall enter into a customary indemnification agreement with such director in the aggregate, 5% form attached as Exhibit J. In the absence of the Common Stockforegoing, Series A Preferred Stock and Non-Voting Common Stock, taken as if Seller elects not to have 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 Companyrepresentative on Parent’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, so long as Seller, or an Affiliate of Seller to whom any of the Securities Consideration is transferred, beneficially owns at least five percent (5%) of the issued and outstanding shares of TransEnterix Stock, Seller shall use have the right to appoint a Board observer, who shall be entitled to (i) participate in all reasonable best efforts meetings of Parent’s Board of Directors, (ii) receive notice of such meetings, and all materials and information, at the same time and in the same manner as given or distributed to cause members of the Board, and (iii) receive reimbursement of all expenses in connection with participating in such meetings. Without limiting the foregoing, the observer rights shall terminate when the Seller’s ownership (together with that of its Board Representative Affiliates) first falls below five percent (5%) of the outstanding shares of TransEnterix Stock, but the right to resign from have a director nominated for election to the Parent’s Board of Directors and shall continue until the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform Seller’s ownership (together with that of its Affiliates) of TransEnterix Stock first falls below one percent (1%) of the Company if and when it ceases to hold a Minimum Ownership Interest in the Companyoutstanding shares of TransEnterix Stock.

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, 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 the Horry County State 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) either in the aggregate, 50% or more of all of the purchased Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) or, in the aggregate, 55.0% 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.

Board Appointment. NSE shall (ai) Following effective immediately following the Closing and upon the written request of Castle Creek, the Company will promptly cause appoint a person designated by Castle CreekMHR (who is currently contemplated to be H.C. “Kix” Fexxxxxx) to fill a casual vacancy on the Board of NSE; (ii) upon the six (6) month anniversary of the Closing Date appoint a second person designated by MHR to fill a second casual vacancy on the Board of NSE provided that, who shall in each such case in clauses (i) and (ii), the MHR designee must be reasonably acceptable to the Company NSE (such acceptance not to be unreasonably withheld or delayed) and provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable each such MHR designee provides a valid consent 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 act as a director of NSE; and (iii) in connection with the Companynext annual general meeting of the shareholders of NSE, nominate those same two (2) MHR appointees (or, if either or both of those appointees has since resigned or become unable or unwilling to serve as a director, such other person or persons who have been designated by MHR as its replacement appointee directors and Riverview Bank who are reasonably acceptable to NSE (the “Bank”such acceptance not to be unreasonably withheld or delayed)) board for election to three-year terms as directors of directors (the “Bank Board”), NSE subject to all legal the terms of NSE’s Constitution, the Corporations Act, the ASX Listing Rules and regulatory requirements regarding the remainder of this Section 13.4. If at any time during his or her service and election or appointment as a director of NSE, a MHR designee becomes unable or unwilling to serve as a director, or if MHR requests that either or both of its designees resign from 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 NSE Board, in each case NSE shall fill such vacancy or vacancies with another person or persons designated by MHR and reasonably acceptable to NSE (such acceptance not to be unreasonably withheld or delayed), provided always that if at any time MHR ceases for as long as Castle Creek, together with its Affiliates, owns the greater of: a continuous period of five (i5) in the aggregate, 50% or more of all of the Business Days to hold Shares purchased pursuant corresponding to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, at least 5% of the Common StockNSE’s issued capital, Series A Preferred Stock and Non-Voting Common Stock, taken NSE may require MHR’s designees as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything directors 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 immediately 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 CompanyNSE Board.