Board Composition and Related Matters. (a) The Board of Directors has resolved that, effective as of the Effective Time (for all purposes of this Section 18, as defined in the Agreement and Plan of Merger, dated as of December 9, 2019, by and between the Corporation and Texas Capital Bancshares, Inc. (“TCBI”), as the same may be amended from time to time (the “Merger Agreement”)), (i) Xx. Xxxxx X. Brooks shall continue to serve as Chairman of the Board of Directors and President and Chief Executive Officer of the Corporation and of the Corporation’s wholly owned subsidiary, Texas Capital Bank (formerly Independent Bank) (the “Bank”), (ii) Xx. Xxxxx X. Helm shall serve as lead independent director of the Board of Directors of the Corporation and (iii) Mr. C. Xxxxx Xxxxxxx shall serve as strategic consultant to the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and the Bank. The Corporation may enter into or amend appropriate agreements or arrangements with Xx. Xxxxxx and Xx. Xxxxxxx in connection with the subject matter of this Article III, Section 18(a).
Board Composition and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, the Urvan Group shall irrevocably withdraw (i) the notice of stockholder nomination, submitted to the Company on August 25, 2022 (the “Notice”) and (ii) the demand to inspect books and records, pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”), submitted to the Company on August 31, 2022.
Board Composition and Related Matters. (a) The Board shall, as promptly as practicable following the Special Meeting of Stockholders currently scheduled for June 9, 2023 (the “Special Meeting”), increase the size of the Board only to the extent necessary to create newly vacant director seats to enable the appointment of the New Independent Directors (as defined below, and such increase, the “Board Size Increase”); provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, implement the Board Size Increase.
Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld).
Board Composition and Related Matters. (a)The Company agrees that, (i) within one (1) Business Day (as defined below) following the execution and delivery of this Agreement, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by one directorships) to appoint Xxxx X. Xxxxxx and (ii) no later than December 14, 2023, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by an additional two directorships) to appoint Xxxxxxx X. Xxxxxxx and Xxxxxxx (“Xxxxx”) X. Xxxxxxx (each of Mr. Xxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx, a “New Director,” and collectively, the “New Directors”) to the Board with an initial term expiring at the Company’s 2024 Annual Meeting. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to (i) nominate each of the New Directors for election to the Board at the 2024 Annual Meeting and recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as for the Company’s other nominees at the 2024 Annual Meeting, (ii) ensure that three directors serving on the Board as of the date preceding the date of this Agreement will not stand for re-election at the 2024 Annual Meeting, and (iii) appoint one of the New Directors as Chair of the Board effective as of the conclusion of the 2024 Annual Meeting.
Board Composition and Related Matters. (a) PromptlyWithin ten days after execution of this Agreement, the Company agrees thatto use its best efforts to have the Board will appoint Xxxxxx Xxxx (“Xxxx”) to the Board to fill the current vacancy on the Board and include Xxxx in the Board’s slate of nominees for election as a member of the Board at the Company’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”) to serve in the class of directors with terms ending in 2012.
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Investors withdraw the Nomination Notice.
Board Composition and Related Matters. (a) Xxxxx Xxxxxx has indicated his willingness to serve as a member of the Board, to replace Xxxxx (Xxxxxx) Xxxxxxx, a Class II member of the Board. Xx. Xxxxxx has provided the Company, and shall in the future provide the Company as required, with (i) a completed director questionnaire in the form provided to all directors and (ii) information and certifications required of all directors pursuant to the Israeli Companies Law, 5759-1999 (as amended from time to time, the “Companies Law”), the Company’s Articles of Association (as amended from time to time, the “Articles of Association”), and the Company’s committee charters, corporate governance guidelines and similar governance documents, in each case, that are publicly disclosed (collectively with the Companies Law and the Articles of Association, the “Governance Documents”).
Board Composition and Related Matters. (a) The Company agrees that prior to the Annual Meeting, the Board, and all applicable committees of the Board, shall take all necessary actions to (i) increase the size of the Board from seven (7) to eight (8) directors and (ii) nominate Xx. Xxxxxxx as a candidate for election to the Board at the 2021 Annual Meeting to fill the newly created vacancy. The Company agrees to recommend, support and solicit proxies for the election of Xx. Xxxxxxx at the 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company has historically supported the Board’s other nominees. In connection with the foregoing, Xx. Xxxxxxx consents to be named by the Company as a nominee for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.
Board Composition and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, Sachem Head shall irrevocably withdraw or cause the irrevocable withdrawal of (i) the notice of stockholder nomination, submitted to the Company on February 15, 2022 and (ii) the demand to inspect books and records, pursuant to Section 220 of the General Corporation Law of the State of Delaware, submitted to the Company on February 17, 2022. Sachem Head shall also commit not to submit any proxies that it has solicited in connection with the 2022 Annual Meeting.
