Parent's Board of Directors. Promptly after the Effective Time, the Parent will take all action necessary to cause Xxxx X. Xxxxx to be elected or appointed a member of the Parent's Board of Directors, including, if necessary, increasing the size of the Parent's Board of Directors and appointing Xxxx X. Xxxxx to the vacancy created thereby.
Parent's Board of Directors. Prior to the Effective Time, Parent’s Nominating and Corporate Governance Committee shall recommend to Parent’s Board of Directors one Person from the Board of Directors of the Company to serve on the Board of Directors of Parent following the Effective Time. Such Person shall have been an active member of the Company’s Board of Directors as of June 30, 2014 through the Effective Time, with personal connections to the local civic and business community of the Company, and shall have qualified as an “independent” director of Parent under applicable Nasdaq rules and otherwise meet any qualifications under Parent’s Bylaws and applicable Laws. Upon approval of such Person by Parent’s Board of Directors, such director shall be invited to join the Boards of Directors of Parent and Columbia State Bank effective as of the Effective Time. Such director shall be entitled to compensation, indemnification and expense reimbursement in connection with his or her role as a director to the same extent as other directors on such Boards of Director of Parent and Columbia State Bank. Upon Closing or promptly thereafter, Columbia State Bank shall form an advisory board and invite members of the Company’s Board of Directors as shall be mutually agreed between Parent and the Company to join such advisory board on further terms and conditions to be determined by Columbia State Bank prior to Closing.
Parent's Board of Directors. Prior to the Effective Time, Parent shall take all steps necessary to enlarge it Board of Directors, as of the Effective Time, to eleven (11) members and fill the newly created vacancies with the following three (3) individuals from the current directors of Company: Xxxxxx X. Xxxxxx, Xxxxx X. Short and Xxxxxxx X. Xxxxxxx. Effective as of the closing of the private equity financing described in Section SECTION 7.02(j), Parent shall take steps necessary to enlarge its Board of Directors to add one (1) individual (the "Special Situations Nominee") acceptable to the current directors of parent designated jointly by Special Situations Fund III, L.P., Special Situations Fund Cayman, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Technology Fund, L.P. Effective as of the date of the next annual stockholder meeting, Parent shall take all steps necessary to reduce the size of its Board of Directors to ten (10) members, consisting of (a) six (6) individuals chosen by the current directors of Parent from among the current directors of Parent, (b) two (2) individuals chosen by the current directors of Parent from among the current directors of Company (who shall be Messrs. Xxxxxx and Short), (c) Xx. Xxxx Xxxxx (or another person designated by Alloy Ventures Fund 2000, LLC acceptable to the current directors of Parent) and (d) the Special Situations Nominee.
Parent's Board of Directors. At the Effective Time of the Merger, the directors of Parent shall elect one Person mutually agreed to by the Chairman of the Board of Parent and the Chairman of the Board of the Company to the Board of Directors of Parent. Such director shall be a Class III Director of Parent and will serve until the annual meeting of Parent's stockholders to be held in 1999. In addition, as of the Effective Time of the Merger, the directors of Parent shall appoint Carl X. Xxxxxxxx xx act as an advisory non-voting director to the Board of Directors of Parent for a term expiring at the annual meeting of Parent's stockholders in 2000, with full rights to notice of and to attend all meetings of the Board of Directors, and reimbursement of expenses attendant thereto, as if he were a director. At the end of such three-year term, Mr. Xxxxxxxx xxxll be entitled to be considered by the directors of Parent for election as a regular director of Parent.
Parent's Board of Directors. As of the Effective Time, (a) Parent shall increase the size of its Board of Directors to enable it to appoint Dxxxx X. Xxxxxx plus two other members of the Board of Directors of the Company selected by mutual agreement of Parent and the Company (the “Director Designees”) as members of such Board of Directors and (b) the Parent Board of Directors shall appoint each of the Director Designees to such Board of Directors, to serve in such capacities until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of Parent.
Parent's Board of Directors. So long as any principal of or interest on the Senior Notes or any other Obligations under this Indenture (whether or not due) shall remain unpaid, Parent shall cause Parent's Board of Directors to consist of (i) prior to the occurrence of a Director Event, seven members, and (ii) after the occurrence of a Director Event, eight members.
Parent's Board of Directors. At the Effective Time of the Merger, the directors of Parent shall elect two persons mutually agreed to by the Chairman of the Board of Parent and the Chairman of the Board of the Company to replace two of the existing directors of Parent, for a total of nine directors.
Parent's Board of Directors. Prior to the Effective Time, Parent’s Nominating and Governance Committee shall recommend to the Parent Board two (2) Persons from the Company Board to serve on the Parent Board effective at the Effective Time. Each such Person shall have been an active member of the Company Board as of September 30, 2020 through the Effective Time and shall be qualified as an “independent” director of Parent under applicable NYSE rules and otherwise meet any qualifications under the Parent Bylaws and applicable Laws. Upon approval of such Persons by the Parent Board (such approval not to be unreasonably withheld), such directors shall be invited to join the Parent Board and the board of directors of BoC Bank effective as of the Effective Time, and Parent, through the Parent Board and subject to the Parent Board’s fiduciary duties to the stockholders of Parent, shall take all necessary action to nominate such directors for election to the Parent Board in the proxy statement relating to the first annual meeting of the stockholders of Parent following the Effective Time.
Parent's Board of Directors. As of the Effective Time, Parent's Board of Directors shall cause (i) Lawrxxxx xx be designated as Chairman of the Board of Parent, (ii) the size of the Board to be increased by 2 members and (iii) Lawrxxxx xxx one other person (who shall be mutually agreeable to Lawrxxxx xxx the Board of Parent) to be elected by the Board to fill such newly created directorships.
Parent's Board of Directors. The parties hereby agree that, at or as soon as practicable after the Closing, the composition of Parent's board of directors shall be as follows: (i) two directors shall be appointed by Company, two by Parent's current stockholders and one by the investors participating in the Private Placement, and (ii) there shall be four vacancies. The parties further agree that such vacancies on Parent's board of directors shall be filled as follows: one director shall be appointed by a majority of the Parent Common Shares held by former Company stockholders and the remaining three directors shall be "independent directors" as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934. The directors appointed by the Company and the new investors' director shall be appointed for an initial term of two years or more from the Closing Date.
