Divisional Board Sample Clauses

Divisional Board. RCFC shall, promptly following the ---------------- Effective Time, cause all of the members of Bayonne's Board of Directors as of the date of this Agreement, who are willing to so serve, to be elected to or appointed as members of RCFC's divisional board ("Divisional Board"), the function of which shall be to advise RCFC with respect to deposit and lending activities in Bayonne's market area and to maintain and develop customer relationships. The members of the Board who are willing to so serve shall be elected to serve a term not to exceed April 30, 2003. Beginning immediately after the Effective Time, each member of the Divisional Board shall receive an annual retainer fee of $12,000 and a $1,000 attendance fee for each board meeting attended. Each member of the Divisional Board shall be prohibited from competing with RCFC for the duration of the term for which they were elected or appointed. Such Divisional Board annual retainer fee shall be payable in quarterly installments or in one lump sum at any time in advance at the option of RCFC. The responsibilities and obligations of members of the Divisional Board shall be determined by RCFC. Service on the Divisional Board shall be deemed to constitute service for purposes of the vesting provisions of the Bayonne Option Plans and the Bayonne RRP. In the event RCFC or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of RCFC assume the obligations set forth in this Section 4.16.
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Divisional Board. 52 ---------------- ARTICLE V CONDITIONS TO CONSUMMATION .................................................................. 53 -------------------------- Section 5.1. Conditions to Each Party's Obligations .................................. 53 -------------------------------------- Section 5.2. Conditions to the Obligations of RCFC and RCFC Bank ..................... 54 --------------------------------------------------- Section 5.3. Conditions to the Obligations of Bayonne and First Savings .............. 56 ---------------------------------------------------------- ARTICLE VI TERMINATION ................................................................................. 57 ----------- Section 6.1. Termination ............................................................. 57 ----------- Section 6.2. Effect of Termination ................................................... 61 --------------------- ARTICLE VII CLOSING, EFFECTIVE DATE AND EFFECTIVE TIME .................................................. 61 ------------------------------------------ Section 7.1. Effective Date and Effective Time ....................................... 61 --------------------------------- Section 7.2. Deliveries at the Closing ............................................... 61 ------------------------- ARTICLE VIII CERTAIN OTHER MATTERS ....................................................................... 61 --------------------- Section 8.1. Certain Definitions; Interpretation ..................................... 61 ----------------------------------- Section 8.2. Survival ................................................................ 62 -------- Section 8.3. Waiver; Amendment ....................................................... 62 ----------------- Section 8.4. Counterparts ............................................................ 62 ------------ Section 8.5. Governing Law ........................................................... 62 ------------- Section 8.6. Expenses ................................................................ 62 -------- Section 8.7. Notices ................................................................. 63 ------- Section 8.8. Entire Agreement; etc ................................................... 64 --------------------- Section 8.9. Assignment .............................................................. 64 ---------- AGREEMENT AND PLAN OF MERGER ---------------------------- This is an AGREEMENT AND PLAN OF MERGER, dated as of the 19/...
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Divisional Board. Promptly following the effective time of the Bank Merger, NYCB shall cause all of the members of Roslyn’s Board of Directors as of the date of this Plan (who are not members of the Board of Directors of NYCB or NYCB Bank and who are willing to serve) to be elected or appointed as members of NYCB Bank’s divisional board for the Xxxxxx Bank division of NYCB Bank (“Divisional Board”). The function of the Divisional Board shall be to advise NYCB Bank with respect to deposit and lending activities in Xxxxxx Bank’s former market area and to maintain and develop customer relationships. The Divisional Board shall exist for three years beginning on the effective date of the Bank Merger. Each member of the Divisional Board who is not a member of the Board of Directors of NYCB or NYCB Bank shall receive a per annum retainer equivalent to the amount of directors’ fees (excluding travel reimbursement) such member received as an existing member of Roslyn’s Board of Directors in 2002.
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Divisional Board. 51 ---------------- ARTICLE V
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Divisional Board. RCFC shall, promptly following the ---------------- Effective Time, cause all of the members of Ironbound's Board of Directors as of the date of this Agreement, who are willing to so serve, to be elected to or appointed as members of Ironbound's divisional board ("Divisional Board"), the function of which shall be to advise RCFC with respect to deposit and lending activities in Ironbound's market area and to maintain and develop customer relationships. The members of the Board who are willing to so serve shall be elected to serve a term of three years. Beginning immediately after the Effective Time, each non-employee member of the Divisional Board (except the Chairman of the Divisional Board) shall receive an annual retainer fee of $5,000, plus an attendance fee of $750 for each Divisional Board meeting attended, and the Chairman of the Divisional Board shall receive an annual retainer fee of $10,000 plus an attendance fee of $750 for each Divisional Board meeting attended, and each non-employee member of the Divisional Board shall be prohibited from competing directly with RCFC for the duration of the term for which they were elected or appointed. Such Divisional Board annual retainer fee shall be payable in quarterly installments or in one lump sum at any time in advance at the option of RCFC.
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Related to Divisional Board

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

  • MINISTRY/SCHOOL BOARD INITIATIVES ETFO will be an active participant in the consultation process to develop a Ministry of Education PPM regarding Ministry/School Board Initiatives.

  • Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Committees 1. The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods. 3. Except as otherwise provided in this Agreement, the Committees shall convene in regular session once a year at the same time the Free Trade Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting. The sessions may be held by any technological means available to the Parties. 4. When necessary, the Committees created hereby shall consult with such other Committees as needed to address the issues they handle.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.

  • Initial Directors The initial number of directors of Amalco shall be one. The initial director of Amalco shall be: Name Address Xxxx Xxxxxx 1780 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0_

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