Common use of Governance Matters Clause in Contracts

Governance Matters. (a) The Company shall cause the Board Representative to be elected or appointed, as the case may be, subject to all legal and governance requirements and approvals regarding service and election or appointment as a director of the Company (including any required approvals of the Federal Reserve), and to the approval of the Company’s Nominating/Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, delayed or conditioned), to the Board of Directors, as well as the board of directors of the Bank (the “Bank Board”) for as long as the Investor, together with its Affiliates, has a Qualifying Ownership Interest. The Company will recommend the election of the Board Representative to the Board of Directors and the Bank Board to its shareholders at the Company’s annual meeting of shareholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company (including those of the Federal Reserve) and to the approval of the Governance Committee (such approval not to be unreasonably withheld, delayed or conditioned). If the Investor no longer has a Qualifying Ownership Interest, the Investor will have no further rights under Sections 5.8(a) through 5.8(c) and, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Investor shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company.

Governance Matters. (a) The Company shall will cause the Board Representative to be elected or appointed, as the case may be, subject to all legal and governance requirements and approvals regarding service and election or appointment as a director of the Company (including any required approvals of the Federal Reserve), and to the approval of the Company’s Nominating/Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, delayed or conditioned), to the Board of Directors, as well as the board of directors of the Bank (the “Bank Board”) for as long as the Investor, together with its Affiliates, has a Qualifying Ownership Interest. The Company will recommend the election of the Board Representative to the Board of Directors and the Bank Board to its shareholders at the Company’s annual meeting of shareholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company (including those and to the approval of the Federal ReserveCompany’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors on the First Closing Date and thereafter as long as the Investor owns 9.9% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into which or for which shares of any Preferred Stock or the Warrants owned by the Investor are directly or indirectly convertible or exercisable (the “Qualifying Ownership Interest”) and, solely for purposes of this Section 4.4, excluding as shares owned and outstanding all Common Shares issued by the Company after the First Closing Date, other than as contemplated by this Agreement and the Securities). The Company will be required to recommend to its stockholders the election of the Board Representative 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 and to the approval of the Governance Committee (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed). If the Investor no longer has a Qualifying Ownership Interest, the Investor will have no further rights under Sections 5.8(a4.4(a) through 5.8(c4.4(c) and, in each case at the written request of the Board of Directors, shall use all commercially reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Investor shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company.

Governance Matters. (a) The Company shall will promptly cause one person nominated by TPG VI (the “Board Representative Representative”) to be elected or appointed, as the case may be, subject to all legal and governance requirements and approvals regarding service and election or appointment as a director of the Company (including any required approvals of the Federal Reserve), and to the approval of the Company’s Nominating/Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, delayed or conditioned), appointed to the Board of Directors, as well as the board of directors of the Bank (the “Bank Board”) for as long as the Investor, together with its Affiliates, has a Qualifying Ownership Interest. The Company will recommend the election of the Board Representative to the Board of Directors and the Bank Board to its shareholders at the Company’s annual meeting of shareholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company (including those of the Federal Reserve) and to the reasonable approval of the Governance Committee of the Board of Directors (such approval not to be unreasonably withheldwithheld or delayed). After such appointment, delayed so long as the TPG Investors Beneficially Own at least 2% of the outstanding Common Stock (including for this purpose shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and exercise of the Warrants acquired pursuant to this Agreement), the Company will be required to recommend to its shareholders the election of the Board Representative at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or conditioneddelayed), to the Board of Directors. If the Investor TPG Investors no longer has a Qualifying Ownership InterestBeneficially Own the minimum number of Securities specified in the prior sentence, the Investor TPG VI will have no further rights under Sections 5.8(a4.3(a) through 5.8(c) 4.3(d), including the right to have an observer attend meetings of the Board of Directors, and, at the written request of the Board of Directors, shall use all commercially reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Investor At the option of the Board Representative, the Board of Directors shall promptly inform cause the Company if and when it ceases Board Representative to hold a Qualifying Ownership Interest in be appointed to the CompanyHuman Resources Committee of the Board of Directors (or any successor committee thereto).

Governance Matters. (a) The Company shall will cause the Board Representative to be elected or appointed, as the case may be, subject to all legal and governance requirements and approvals regarding service and election or appointment as a director of the Company (including any required approvals of the Federal Reserve), and to the approval of the Company’s Nominating/Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, delayed or conditioned), to the Board of Directors, as well as the board of directors of the Bank (the “Bank Board”) for as long as the Investor, together with its Affiliates, has a Qualifying Ownership Interest. The Company will recommend the election of the Board Representative to the Board of Directors and the Bank Board to its shareholders at the Company’s annual meeting of shareholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company (including those and to the approval of the Federal ReserveCompany’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors on the date the Investor first acquires, and thereafter as long as the Investor owns, 9.9% or more of all of the outstanding shares of Common Stock (the “Qualifying Ownership Interest”) (excluding, solely for purposes of this Section 4.4, as shares outstanding all Common Shares issued by the Company after the First Closing Date, other than the shares issued to Investor on the Second Closing Date). If, as of the date the Investor first acquires a Qualifying Ownership Interest, the Board of Directors is comprised of different classes of directors with staggered terms of service, the Board Representative shall be appointed to fill a vacancy in that director class with a vacancy having the longest remaining term of service then available The Company will be required to recommend to its shareholders the election of the Board Representative to the Board of Directors at the applicable annual meeting of the Company, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Governance Committee (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed). If the Investor no longer has a Qualifying Ownership Interest, the Investor will have no further rights under Sections 5.8(a4.4(a) through 5.8(c4.4(c) and, in each case at the written request of the Board of Directors, shall use all commercially reasonable efforts to immediately cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Investor shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the CompanyDirectors.