Board Seat. Upon termination of Executive’s employment by either party for any reason, Executive will resign his position on the Board and any other positions he may hold with or for the benefit of the Company and/or its affiliates, including, but not limited to, as an officer and/or director of any Company subsidiaries.
Board Seat. The Company shall cause Executive to be appointed as a director (a "Director") to the Company’s Board of Directors (the "Board").
Board Seat. At or promptly following the Effective Time, Peoples shall increase by one (1) the number of directors constituting the Peoples Board and appoint Limestone’s Chairman, X. Xxxxx Xxxxx, to the Peoples Board, subject to Peoples standard corporate governance practices and standard director evaluation process. Peoples shall, subject to its standard corporate governance practices, nominate and recommend such appointee for election at the next applicable annual meeting of the shareholders of Peoples to serve for a one-year term.
Board Seat. So long as IXC owns 95% of all IXC Common Shares issued to IXC hereunder, on the Closing Date, PSINet's Chairman shall recommend that (i) PSINet's Board of Directors elect Ralpx X. Xxxxx xx PSINet's Board of Directors effective as of the Closing Date, for a term expiring in 1998 or later and (ii) subject to the next sentence, such person be nominated to stand for election with the other nominated Board members at the 1998 Annual Meeting of PSINet (or, later annual meeting associated with the expiration of his term) for a term expiring no earlier than 2000 and for reelection thereafter at the applicable Annual Meetings of PSINet. At such time as IXC shall cease to own the requisite amount of IXC Common Shares, a resignation letter will be executed by Ralpx X. Xxxxx xxxediately and he shall immediately cease to serve as a member of PSINet's Board of Directors.
Board Seat. During the term of this Agreement, BISYS shall be entitled to nominate a candidate to the Board of Directors of OSI, or any parent or holding company that may hereafter exist and OSI agrees to take steps necessary to cause the nomination of the person so nominated.
Board Seat. The Company, together with the Board, hereby elects you, and vests you with the power and authority the same as all other members, as a member of the Board. You hereby agree to serve as a member of the Board effective as of the Commencement Date. We agree that the foregoing election to the Board and your role as a member of the Board is separate from your role as Chief Executive Officer of the Company. You may only be removed from the Board by a vote that equals at least 75% of the Board. This Section 2 shall survive the expiration or earlier termination of this Agreement and does not and shall not impact in any manner your Board seat.
Board Seat. So long as the Employee remains an employee of the Company, the Company agrees to use its best efforts to cause the Employee to be nominated for election to the Company's Board of Directors at each annual or special meeting of the stockholders of the Company at which the general election of directors of the Company is to take place and to use its best efforts to cause the Employee to be so elected to such Board of Directors.
Board Seat. Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Closing, to designate one member of the Board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx X. Xxxx.
Board Seat. The parties acknowledge that Xxxxxx is currently a member of the board of directors of Tully’s (the “Board of Directors”). The parties acknowledge and agree that, subject to reelection by the Tully’s Shareholders at each annual meeting, Xxxxxx shall continue to be a member of the Board of Directors following his execution of this Agreement and throughout the Employment Period.
Board Seat. Until such time as EIS and its affiliates collectively own securities representing less than 10% of the Common Stock or equivalents, on an as converted and fully diluted basis (i.e., assuming conversion of the Notes and exercise of the Warrant, but excluding conversion or exercise of all options) the Company shall use its best efforts to cause EIS to designate one member of the Company's Board of Directors.
