Director Rights. If the Investor elects to have Director Rights in accordance with Section 2.2, then, so long as such election is in effect and such Director Rights have not terminated:
Director Rights. (a) From the Effective Date through the date on which this Agreement terminates in accordance with Section 21, subject to Section 1(d), each Stockholder shall vote all of his, her or its Stockholder Shares and shall take all other necessary or desirable actions within such Stockholder’s control so that:
Director Rights. During the Director Rights Period (as defined below), at the initial Closing and at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors of the Company are to be elected by written consent:
Director Rights. (a) Subject to the receipt of any required regulatory approvals or non-objections, contemporaneously with the Closing, the Corporation, through all necessary actions required to be taken by the Board, will appoint one individual designated by LM III (the “Purchaser Designee”) to serve as a Class 4 member of the Board, and to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation. The term of such Class 4 members expires on April 24, 2016, and the length of such term shall not be reduced.
Director Rights. Such Purchaser additionally acknowledges that (i) for a period of at least one year from the closing date of the Acquisition Agreement (the "Acquisition Closing Date") Gadi Peleg or his designee (the "XXXX Xxxxxtor") shall remain a director of the Company and (ii) for a period of one year from the Acquisition Closing Date, in the event that the Company desires to enter into a transaction involving the sale of securities at a Company pre-transaction valuation of $10,000,000 or less (except in connection with the exercise of the Greenshoe Rights, as hereinafter defined), the approval of the NYGI Director shall be required prior to the Company entering into such transaction, which approval may be provided in the NYGI Director's sole discretion. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.
Director Rights. The rights of the Director, any designated Beneficiary(ies) of the Director, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, a designated Beneficiary(ies) of the Director, or any other person claiming through the Director shall only have the right to receive from the Bank those payments as specified under this Agreement.
Director Rights. (c) For so long as the Purchasers hold collectively more than 4.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will, through all necessary actions required to be taken by the Board, in connection with any election of members of the Board that includes the position held by the Purchaser Designee because of the expiration of the term of office of the Purchaser Designee, subject to any required regulatory approval or non-objection, nominate the person designated by LM III as the successor Purchaser Designee for election to the Board for a four (4) year term, and the Corporation will do any and all other lawful things in its power to cause that person to be elected to the Board for a four (4) year term. If the Purchaser Designee ceases to serve as a director for any reason other than the expiration of the Purchaser Designee’s term of office, the Corporation, through all necessary actions required to be taken by the Board, will cause the vacancy created thereby to be filled by appointing a successor Purchaser Designee, subject to any required regulatory approval or non-objection. If the successor Purchaser Designee is not elected to the Board by the shareholders of the Corporation, or not appointed by the Corporation, the Corporation, through all necessary actions required to be taken by the Board, will immediately take all actions necessary, including increasing the size of the Board, in order to appoint, and will appoint, the successor Purchaser Designee to the Board for a four (4) year term from and after the date of appointment, notwithstanding any limitation set forth in this Agreement, the Corporation’s by-laws, or elsewhere, including with respect to the size of the Board. Upon any such election or appointment under this subsection (c), the Corporation, through all necessary actions required to be taken by the Board, will appoint the Purchaser Designee to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation.
Director Rights. The Purchaser shall have the right to appoint a director and observer to the Board as set out in the provisions of the Amended and Restated Memorandum and Articles.
Director Rights. Company acknowledges and agrees that commencing on the Closing Date and for so long as Tontine and/or its Affiliates own at least ten percent (10%) of the outstanding shares of Common Stock (including the Conversion Shares issuable upon Conversion of the Notes on an as converted basis), Tontine shall have the right to designate two Persons for election to the Board who shall be reasonably acceptable to the Board and who shall be nominated for election to the Board. So long as Tontine and/or its Affiliates own at least ten percent (10%) of the outstanding shares of Common Stock (including the Conversion Shares issuable upon Conversion of the Notes on an as converted basis), the Board shall consist of not more than nine (9) members, and at such time there is no Preferred Stock outstanding, the Board shall consist of not more than seven (7) members.
Director Rights. During the time periods set forth in Section 2.1 with respect to each of TDR and the Founders (such periods, the “Board Right Period”), the Company agrees that any non-employee TDR Director or Founder Director serving on the Board of Directors shall be entitled to the same rights, privileges and compensation applicable to all other non-employee directors generally or to which all such non-employee directors are entitled, including any rights with respect to such director’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement.
