Director Nominee. (a) Having considered the request of the Investors that the Nominee be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed such nomination and has recommended the appointment of the Nominee as a director of the Company on the terms set forth in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has, as of this date, (i) elected the Nominee as a director of the Company, to serve until the annual meeting of stockholders of the Company to be held during the 2016 calendar year (the “2016 Meeting”) on the terms set out in this Agreement, (ii) accepted the resignation of C. Sxxxxxx Xxxxx as a director of the Company, effective conditioned upon the appointment of the Nominee to the Board, and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions (as defined herein), determined to nominate the Nominee for election as a director of the Company and recommend, support and solicit proxies in favor of his election by stockholders at the 2016 Meeting in the same manner as the Company Nominees (as defined herein). If the Nominee is elected by the Company’s stockholders to serve as directors of the Company at the 2016 Meeting, then subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions, the Nominee shall serve until the annual meeting of stockholders of the Company to be held during the 2017 calendar year (including any adjournment or postponement thereof) (the “2017 Meeting”), or until his earlier death, resignation, disqualification or removal. In addition, in connection with the nomination of the Nominee for election as a director of the Company at the 2016 Meeting, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at the 2016 Meeting will consist of (i) the Nominee (Wxxxx Xxxx) and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”).
Director Nominee. The designee of Purchaser, if any, shall have been elected to the Board of Trust Managers of GREAT in accordance with Section 5.1(h).
Director Nominee. For as long as the Notes remain outstanding, the Investors shall have the right to nominate one director to the Company's Board (“Investor Nominee”). The Board, subject to its fiduciary responsibilities, shall appoint such Investor Nominee as a director to fill the vacancy created by Xxx Xxxxx'x resignation from the Board and to serve the unexpired term, unless terminated earlier upon resignation, death or removal by the Board. The Board, subject to its fiduciary responsibilities, shall include the Investor Nominee (i) on the Corporate Governance and Nominating Committee, and (ii) on the slate of directors nominated by the Board to be elected by the shareholders at the Shareholder Meeting (as defined under Section 7(c)) if the Investor Nominee is designated by the Investors no later than by July 15, 2011 or within a reasonable time in order to provide the Company sufficient time to include the Investor Nominee in the applicable proxy statement in compliance with applicable laws. If the Investor Nominee resigns, dies or is removed by the Board before the expiration of his or her term, the Board, subject to its fiduciary responsibilities, shall fill such board vacancy with another Investor Nominee to serve the remaining unexpired term.
Director Nominee. So long as Purchaser holds at least 13% of the total voting power of the Company Equity (as defined above), Purchaser shall have the right to designate one nominee (the "Purchaser Nominee") for election as a Director of the Company at any and all meetings of stockholders of the Company at which directors are to be elected or removed. So long as Purchaser has the right to designate a Purchaser Nominee, the Company shall notify Purchaser of any meeting of stockholders of the Company at which Directors are to be elected prior to filing materials with the Securities and Exchange Commission relating to such meeting. If Purchaser fails to designate the Purchaser Nominee, the Company may nominate a person to stand for election in place of the Purchaser Nominee to serve as a director until the next election of directors.
Director Nominee. (a) For so long as Purchaser, Parent and their Control Subsidiaries together beneficially own at least 379,743 shares of Common Stock (subject to adjustment in the event of a stock split or stock dividend on, or other recapitalization of, the Common Stock), Purchaser and Parent shall be entitled to (i) nominate one representative to the Board of Directors of the Company, who shall serve as a Class III Director, subject to the approval of the Company's Nominating Committee (which approval shall not be unreasonably withheld), to serve in such capacity in accordance with the Restated Certificate of Incorporation and the By-Laws of the Company or (ii) be represented at meetings of the Board of Directors of the Company by an observer during such times as there is no Purchaser nominee on the Board of Directors.
Director Nominee. Concurrent with and contingent upon the Effective Time and subject to any fiduciary obligations of the Board of Directors of CVCY (the “CVCY Board”), the CVCY Board shall cause the exact number of directors of the CVCY Board to be increased by one (1) director and shall appoint F. T. Xxxxxxx, IV (“Board Nominee”), to fill the newly-created vacancy on the CVCY Board, in accordance with the Bylaws of CVCY. Such Board Nominee shall hold office until the first annual meeting of shareholders of CVCY following the appointment, until his or her successor is elected and qualified or until otherwise removed; provided, however, that in the event that all approvals from Governmental Authorities (including, without limitation, approvals of the Merger from the FDIC and CDFI) have been received before the date that the proxy materials for the 2013 shareholders’ meeting of CVCY are mailed and the Effective Date is scheduled to occur before the annual shareholders’ meeting of the CVCY shareholders, such Board Nominee shall be nominated for election to the CVCY Board at the 2013 annual shareholders meeting of CVCY provided that such nominee satisfies the standards of the CVCY nominating committee and subject to the fiduciary duties of the CVCY Board and nominating committee.
Director Nominee. At the Effective Time, Acquiror shall take such action as is necessary in order to enable one individual designated by Target to be elected to Acquiror's Board of Directors (the "Designee"). Target has selected as the Designee Xxxx Xxxxx. Immediately after the Effective Time, Acquiror's Board of Directors shall consist of the following four directors: Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx.
Director Nominee. (a) Prior to the execution of this Agreement, the Stockholders have proposed Xxxxxxx X. Xxxx as the initial nominee of the Stockholders (the “Nominee”) to be appointed to the Company’s board of directors (the “Board”), and the Company has received the Nominee’s consent to serve as a director.
Director Nominee. At all times prior to the completion of an initial public offering of its shares, the Company covenants to take all actions reasonably necessary to appoint a nominee of the Preferred Shares to the Company's Board of Directors and to nominate such designee for election by shareholders of the Company.
Director Nominee. Upon issuance of Secured Notes in the aggregate amount of at least $650,000, the holders of a majority of the outstanding principal amount of the Secured Notes shall have the right to designate in writing one person as the designee of the holders of all of the Secured Notes for membership on the board of directors of Xxxxxx. Upon notification of such designation, Xxxxxx shall increase its board of directors by one member and elect such designee to fill the newly-created board vacancy. For so long as at least $650,000 in aggregate principal amount of Secured Notes remain outstanding, Xxxxxx shall use its best efforts to cause the designee of the holders of the Notes to be elected as a director of the Company at all applicable meetings of the stockholders of Xxxxxx. In the event that the membership of the board of directors of the Company shall contain of eight or more individuals, other than designees of the holders of the Secured Notes, the number of designees referred to in this Section 11 shall be increased to two and, in the event that the membership of the board of directors shall contain twelve or more individuals, other than designees of the holders of the Secured Notes, the number of designees referred to in this Section 11 shall be increased to three.