Director Appointment. The Company shall take all necessary or desirable actions as may be required under Applicable Law and in accordance with its memorandum and articles of association to cause the individual designated by the Purchasers as the initial director or the initial observer to be appointed to the board of directors of the Company at the Closing.
Director Appointment. The Board of Directors of CDBeat shall have been expanded to two members and Xxxxxx Xxxxxx shall have been elected to fill the vacancy resulting from such expansion.
Director Appointment. Effective as of the date hereof, the size of the Board of Directors of the Company (the “Board”) shall increase to fourteen (14) directors and Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), the grandson of Xxxxxxx X. Xxxxx, the founder of the Company, shall be appointed to fill the vacancy so created, with Xx. Xxxxx serving as a director until the next election of directors and until his successor is duly elected and qualified or until his earlier resignation or removal, subject to the terms of this Agreement. Subject to Paragraph 4, unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by any of the Pulte Parties that either is incapable of being cured or if capable of being cured has not been cured within ten (10) business days after the Pulte Parties have received written notice from the Company of such material breach, (a) the Company shall include Xx. Xxxxx on its slate of nominees for the election of directors at its 2017 Annual Meeting of Shareholders in the proxy statement for such Annual Meeting of Shareholders and (b) with respect to such 2017 Annual Meeting of Shareholders, (i) the Board shall recommend (and shall not change such recommendation in a manner adverse to Xx. Xxxxx) that the Company’s shareholders vote in favor of the Board’s entire slate (including Xx. Xxxxx) and (ii) the Company shall solicit proxies for the Board’s entire slate (including Xx. Xxxxx) and otherwise support Xx. Xxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. Notwithstanding anything to the contrary in this Agreement, the Company’s and Board’s obligations in this Paragraph 1 shall terminate prior to the Expiration Date at such time as the Pulte Parties’ aggregate beneficial ownership decrease to less than 3.0% of the Company common shares (excluding from such calculations any common shares issued by the Company after the date hereof). Subsequent to the 2017 Annual Meeting of Shareholders, for so long as Xx. Xxxxx remains a director of the Company, the Company shall provide written notice to Xx. Xxxxx whether, as of the date of such notice, the Company intends to include Xx. Xxxxx on its slate of nominees for election of directors for its next annual meeting of shareholders no later than the date that is thirty (30) days prior to the deadline for the submission of shareho...
Director Appointment. The Company shall have received evidence reasonably satisfactory to it that immediately after the Closing, PPD shall have the right to appoint one member of the board of directors of Parent.
Director Appointment. Before the Effective Time, each of Buyer and Buyer Bank shall take all required action to appoint Jxxxxx X. Xxxxxxx to serve as a director of Buyer and Buyer Bank effective as of the Effective Time. In connection with the consummation of the Merger, Buyer shall form advisory boards for its North and South Carolina Markets consisting of the individuals listed on Section 6.19 of the Buyer Disclosure Schedule.
Director Appointment. Parent agrees that it will cause to be appointed the Agreed Individual to the Parent Board promptly after the Effective
Director Appointment. Within one (1) month after the Closing Date, the Company and the Sponsor Shareholders shall cause one person designated by the Investor to be appointed to the board of directors of each of the WFOE and the PRCCo.
Director Appointment. Each of the Company Designees shall have been appointed to be members of the Board of Directors of Parent as of, and conditioned upon, the Effective Time.
Director Appointment. (a) Within thirty (30) days after the Closing Date, Parent and HoldCo shall take all actions necessary to cause the board of directors of HoldCo to be increased in size by one seat and to appoint an individual (“HoldCo Nominee”) to such newly created position as designated by the Independent Director Committee prior to the Closing Date (provided that HoldCo Nominee satisfies the Parent Director Qualifications) to hold office in accordance with the HoldCo Certificate and HoldCo Bylaws. HoldCo shall use commercially reasonable efforts to cause HoldCo Nominee to be re-nominated by the nominating committee of HoldCo and stand for election at the 2017 (to the extent applicable) and the 2018 annual meetings of the stockholders of HoldCo so long as HoldCo Nominee continues to meet the Parent Director Qualifications. In the event HoldCo Nominee resigns, dies or otherwise is unable to perform his duties as a director of HoldCo, then HoldCo shall no longer be obligated to maintain HoldCo Nominee on the board of directors of HoldCo or the seat on the board held by HoldCo Nominee.
Director Appointment. Effective as of Closing, WesterFed has appointed Michxxx X. Xxxxxxxx xxx Willxxx X. Xxxxxxx xx serve on the Bank's board of directors.
