Governance Matters Clause Samples
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Governance Matters. (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.
(b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors.
(c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applic...
Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings.
(b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee).
(c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their succ...
Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a).
(b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or othe...
Governance Matters. Subject to the satisfaction of all legal, regulatory and governance requirements, immediately or as promptly as practicable following the Closing, the Company shall cause the Board of Directors to be reconstituted to consist of eight (8) members as follows: ▇▇▇▇▇ ▇▇▇▇▇, one representative designated by an investor in the Other Private Placements, one representative designated by another investor in the Other Private Placements, one representative designated by a third investor in the Other Private Placements, and four (4) independent directors reasonably acceptable to the Company.
Governance Matters. The Company shall take all reasonable action to cause, effective at the Effective Time, if requested by Parent, the resignations of such directors of the Company and/or its Subsidiaries as Parent may request.
Governance Matters. SJW and CTWS agree to take the actions set forth on Exhibit A, and shall take all actions necessary so that the matters set forth on Exhibit A occur effective upon the Closing.
Governance Matters. (a) Prior to the Distribution, the existing directors of Horizon will duly elect the individuals listed as members of the Horizon board of directors in the Prospectus, and such individuals will become the members of the Horizon board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of Horizon and begin his or her term prior to the Distribution in accordance with such Law or requirement.
(b) Prior to the Distribution, each individual who will be an employee of any TriMas Entity after the Distribution and who is a director or officer of any Horizon Entity shall have resigned or been removed from each such directorship and office held by such person, effective no later than immediately prior to the Distribution.
(c) Immediately prior to the Distribution, Horizon’s Restated Certificate of Incorporation and Restated By-Laws each in substantially the form filed as an exhibit to the Registration Statement, will be in effect.
Governance Matters. Parent shall have taken the actions necessary to cause the matters set forth in Section 4.1(d) Section 4.1(e), Section 4.1(h) and the first sentence of Section 4.1(k) to be completed and effective as of the Effective Time.
Governance Matters. The Company shall take all actions as may be necessary to elect, or cause to be elected, to the Board of the Company, effective as soon as is practicable after the Investment Closing and the consummation of the subscription for the Purchaser Shares and the Investor Shares, the individual designated by Purchaser, in writing, at least five (5) Business Days prior to the Investment Closing Date.
Governance Matters. Each of the Trust Advisors with respect to the Seller Trusts, MHT SPV and GWG agree to enter into a shareholders’ agreement (the “ Shareholders’ Agreement ”), subject to and conditioned upon the Closing of this Agreement, relating to certain matters in connection with such Seller Trusts’ and MHT SPV’s shareholding in GWG. Such agreement shall remain in effect for Trust Advisors for the benefit of each of the Seller Trusts up until the termination of the Orderly Marketing Agreement, as contemplated by Section 8.6 below and for MHT SPV until the termination of the MHT SPV Lock-up, as contemplated by Section 8.9 below, and shall contain provisions pursuant to which MHT SPV, the Seller Trusts, and their respective assignees or transferees will agree as follows:
(a) that they will vote all voting securities of GWG over which such Persons have voting control with respect to all matters, including without limitation the election and removal of directors, voted on by the stockholders of GWG (whether at a regular or special meeting or pursuant to a written consent), solely in proportion with the votes cast by all other holders of voting securities of GWG on any matter put before them;
(b) that, until the earlier of (i) one year from the Closing Date and (ii) the termination of the Orderly Marketing Agreement, neither the Seller Trust nor its assignees and transferees (other than pursuant to a registered public offering) or their respective affiliates will, without the prior written consent of GWG’s Company’s Board of Directors, directly or indirectly:
(i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any voting securities of GWG or any of its Subsidiaries other than pursuant to this Agreement;
(ii) seek or propose to influence or control the management, Board of Directors, or policies of GWG, make or participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of GWG or any of its Subsidiaries, or seek to advise or influence any other person with respect to the voting of any voting securities of GWG or any of its Subsidiaries;
(iii) submit a proposal for or offer of (with or without conditions) any merger, recapitalization, reorganization, business combination, or other extraordinary transaction involving GWG, any of its subsidiaries, or any...