Certain Director and Officer Positions Sample Clauses

Certain Director and Officer Positions. (a) Subject to Section 6.15(c), FBS agrees to cause all of the members of the USBC Board on the date hereof who are still members of the USBC Board immediately prior to the Effective Time and willing so to serve ("Former USBC Directors") to be elected or appointed as directors of FBS at, or as promptly as practicable after, the Effective Time (such appointment or election of Former USBC Directors to be as evenly distributed as possible among the classes of FBS directors). It is the intention of the parties that the size of the board of directors of the Surviving Corporation be substantially reduced as of the first annual meeting of stockholders of the Surviving Corporation following the Effective Time but that, in connection with such reduction, and thereafter until at least the third annual meeting of stockholders of the Surviving Corporation following the Effective Time, the Former USBC Directors constitute in the aggregate between 40% and 45% of the total number of directors of the Surviving Corporation then in office.
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Certain Director and Officer Positions. (A) CoreStates agrees to fix the size of its Board at 15 members and to cause five members of Meridian's Board of Directors consisting of Xx. XxXxxxxxxx and Xx. Xxxxxxxxxxx and three other current directors of Meridian selected by CoreStates from a list of six persons, nominated by Meridian and willing so to serve subject to any applicable legal restrictions ("Former Meridian Directors") to be elected or appointed as directors of CoreStates at, or as promptly as practicable after, the Effective Time. Two of the Former Meridian Directors, including Xx. XxXxxxxxxx, shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the Effective Date. Two of the Former Meridian Directors shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the annual meeting referenced in the preceding sentence. The remaining Former Meridian Director shall be appointed to the remaining class of the CoreStates Board of Directors.
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Certain Director and Officer Positions. (1) FUNC agrees to cause six members of FFB's Board of Directors, which members shall be nominated by FFB and willing so to serve (subject to any applicable legal restrictions) ("Former FFB Directors") and shall include Mr. Anthony P. Terracciano and Mr. Juan Rodriguez Inciarte, to be elecxxx xx xxxxxxxxx xx directors ox XXXX xx, or as prxxxxxx xs practicable after, the Effective Time. At the first annual meeting of stockholders of FUNC subsequent to the Effective Time, FUNC shall take all corporate action necessary to, and shall, renominate Mr. Terracciano and Mr. Inciarte for election as directors of FUNC for xx xxxx xxxx xhree-xxxx xxxxx xnd shall recommend that the FUNC stockholders vote for the election of such individuals as directors.
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Certain Director and Officer Positions. (a)ANB agrees to cause two (2) members of Mutual's Board of Directors, which members shall be nominated by Mutual and approved by ANB and willing so to serve (subject to any applicable legal restrictions) ("Former Mutual Directors") and shall include Mr. H. Dan Davis, to be xxxxxxx xr appointed as directors of ANB and American National at the first meetings of the Boards of Directors of ANB and American National held after the Effective Time. At the first annual meeting of shareholders of ANB after the Effective Time, ANB shall take all corporate action necessary to, and shall, renominate such two (2) Former Mutual Directors for election as directors of ANB and shall recommend that the ANB shareholders vote for the election of such individuals as directors.
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Certain Director and Officer Positions. (1) ExecuFirst shall have caused the Board of Directors of the Surviving Corporation to be increased to 18 members. Nine members of Republic's Board of Directors, or the designees of Republic who are reasonably acceptable to ExecuFirst, ("Former Republic Directors") shall be nominated by ExecuFirst (subject to any applicable legal restrictions) and elected or appointed as directors of the Surviving Corporation at, or as promptly as practicable after, the Effective Time, provided, however, that if, at or for a reasonable period after the Effective Time, the members of ExecuFirst's then existing Board of Directors (the "ExecuFirst Directors") or the Former Republic Directors would constitute less than 50% of the membership of the Surviving Corporation's Board of Directors, the ExecuFirst Directors or Former Republic Directors, as the case may be, shall have the right to appoint such number of directors as shall be required (and the non-appointing directors shall make such actions as are reasonably necessary to cause such appointment to occur) in order that the ExecuFirst Directors and Former Republic Directors each constitute 50% of the Board of Directors of the Surviving Corporation.
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Certain Director and Officer Positions. (a) As of the Effective Date, Acquiror and Acquiror Sub shall fix the size of the Board of Directors of Acquiror Sub at 21 members and shall cause five members of the Company's Board of Directors (consisting of Xxxxxxxxxxx X. Xxxxxxxx and four other current directors selected by the Company and willing to so serve) to be appointed or elected to the Board of Directors of Acquiror Sub. As of the Effective Time Acquiror and Acquiror Sub agree to cause Xxxxxxxxxxx X. Xxxxxxxx to be named as Vice Chairman of the Board of Directors of Acquiror Sub, and Vice Chairman of the Steering Committee of Acquiror Sub. (b) As of the Effective Time, Acquiror Sub shall enter into the employment agreements referred to in Section 4.3(g) hereof. ARTICLE VI Termination 6.1.
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Certain Director and Officer Positions. (a) As of the Effective Date, Acquiror and Acquiror Sub shall fix the size of the Board of Directors of Acquiror Sub at 21 members and shall cause five members of the Company's Board of Directors (consisting of Xxxxxxxxxxx X. Xxxxxxxx and four other current directors selected by the Company and willing to so serve) to be appointed or elected to the Board of Directors of Acquiror Sub. As of the Effective Time Acquiror and Acquiror Sub agree to cause Xxxxxxxxxxx X. Xxxxxxxx to be named as Vice Chairman of the Board of Directors of Acquiror Sub, and Vice Chairman of the Steering Committee of Acquiror Sub.
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Related to Certain Director and Officer Positions

  • Director and Officer Resignations The Company shall use commercially reasonable efforts to cause to be delivered to Parent resignations executed by each director and officer of the Company and the Company Subsidiaries in office immediately prior to the Effective Time to be effective as of the Effective Time.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Post-Closing Directors and Officers Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Duties of Board and Officers Except to the extent otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Indemnification of the Company and its Directors and Officers The Underwriters agree to indemnify and hold harmless the Company, each of its directors and each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer, or controlling person, may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus, the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person, for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters has furnished to the Company expressly for use in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Underwriters may otherwise have.

  • Director and Officer Liability Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following:

  • Director and Officer Insurance As of the Closing, the Company will have obtained director and officer insurance in an aggregate coverage amount of not less than $5,000,000, to be effective as of the Closing, under a form of insurance policy that is reasonably acceptable to the Underwriter.

  • Indemnification of Directors and Officers (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.

  • Director and Officer Indemnification (a) From and after the Effective Time and for a period of six (6) years thereafter, each of Parent and Surviving Corporation shall (i) indemnify and hold harmless each individual who at the Effective Time is, or any time prior to the Effective Time was, a director, officer or employee of Company or any of its Subsidiaries (the “Indemnitees”) in respect of all claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) in connection with any claim, suit, action, proceeding or investigation, whenever asserted, based on or arising out the fact that Indemnitee was an officer, director or employee of Company or any Subsidiary or acts or omissions by Indemnitee in such capacity or taken at the request of Company or any Subsidiary, at or any time prior to the Effective Time (including any claim, suit, action, proceeding or investigation relating to the Transactions), to the fullest extent permitted by Law and (ii) assume all obligations of Company and Subsidiaries to Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in Company Charter Documents and the organizational documents of Company Subsidiaries. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and bylaws of the Surviving Corporation, and upon the effective date of the Second Merger, the certificate of formation and limited liability company agreement of Merger Sub I, and its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors, officers and managers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, Parent, from and after the Effective Time, shall and shall cause Surviving Corporation to, advance any expenses (including legal expenses) of any Indemnitee under this Section 5.9 as incurred to the fullest extent permitted by Law, provided that the Indemnitee to whom expenses are advanced provides an undertaking to repay advances if it shall be determined that such Indemnitee is not entitled to be indemnified pursuant to this Section 5.9.

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