Common use of Board Composition Clause in Contracts

Board Composition. Effective as of the Effective Time, the Board and the Bank Board shall each be comprised of seven (7) Continuing Umpqua Directors (as defined below), including Xx. X’Xxxxx, and seven (7) Continuing Columbia Directors (as defined below), including Xx. Xxxxx. From and after the Effective Time until the Expiration Date: (A) the number of directors that comprises the full Board and the full Bank Board shall each be fourteen (14) and (B) no vacancy on the Board or the Bank Board created by the cessation of service of a director shall be filled by the applicable board and the applicable board shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Umpqua Director, not less than a majority of the Continuing Umpqua Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia Director, not less than a majority of the Continuing Columbia Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of Nasdaq (or other national securities exchange on which the Corporation’s common stock is then listed). For purposes of these Bylaws, the terms “Continuing Umpqua Directors” and “Continuing Columbia Directors” shall mean, respectively, the initial directors of Umpqua and the Corporation who were designated to be directors of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2.

Board Composition. Effective as of the Subsidiary Merger Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall be comprised of 16 Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Subsidiary Merger Effective Time, and eight shall be members of the Board and of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Bank Board Subsidiary Merger Effective Time. For the purposes of these Bylaws, the term “Subsidiary Merger Effective Time” shall each be comprised of seven (7) Continuing Umpqua Directors (have the same meaning as defined below)in the Agreement and Plan of Reorganization, including Xx. X’Xxxxxdated as of July 14, 2021, between Blue Ridge Bankshares, Inc., the Corporation’s parent company, and seven FVCB, as the same may be amended from time to time (7) Continuing Columbia Directors the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (as defined below), including Xx. Xxxxx. From and after the Effective Time until the “Expiration Date: (A) the number of directors that comprises the full Board and the full Bank Board shall each be fourteen (14) and (B) ”): no vacancy on the Board or the Bank Board created by the cessation of service of a director shall be filled by the applicable board Board of Directors and the applicable board Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Umpqua BRBS Director, not less than a majority of the Continuing Umpqua BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia FVCB Director, not less than a majority of the Continuing Columbia FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of Nasdaq (or other national securities exchange on which the Corporation’s common stock is then listed). For purposes of these Bylaws, the terms “Continuing Umpqua Directors” corporate governance guidelines and “Continuing Columbia Directors” shall mean, respectively, the initial directors of Umpqua all applicable laws and the Corporation who were designated to be directors of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2regulations.

Board Composition. (a) Effective as of the Effective TimeTime (as defined in the Agreement and Plan of Merger, dated as of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”) and Rockville Financial, Inc. (“Rockville”), as the same may be amended from time to time (the “Merger Agreement”)) and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board and of Directors of the Bank Board Corporation shall each be comprised consist of seven twenty (720) Continuing Umpqua Directors (as defined belowor, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including Xx. X’XxxxxXxxxxxx X. X. Xxxxxxxx, XX, and seven half of whom shall be former members of the Board of Directors of United (7other than Xxxxxxx X. Xxxxxxx, who will be replaced by J. Xxxxxxx Xxxxxxxx) Continuing Columbia chosen by United (the “Former United Directors”). The Former United Directors (and Former Rockville Directors shall be apportioned among the classes of the Board of Directors as defined below)nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, including Xx. Xxxxx. From and after the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in each case subject to the preceding sentence; provided, however, that each of Messrs. Xxxxxxxx and Xxxxxxxx shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time until (or special meeting in lieu thereof) and, subject to satisfaction of the Expiration Date: Corporation’s then-existing re-nomination policies and criteria applicable to incumbent directors, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (Aor any successors thereto nominated in accordance with these Bylaws) whose terms shall expire at the Corporation’s first and second annual meetings of shareholders following the Effective Time (or special meetings in lieu thereof), subject to satisfaction of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent Directors, shall be nominated for full terms. During the period (the “Three-Year Period”) beginning immediately following the Effective Time and extending through the point in time immediately prior to the later of the Corporation’s third annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) or the 2017 annual meeting of shareholders (collectively, the “Third Annual Meeting”), the number of directors that comprises the full Board and the full Bank Board shall each be fourteen (14) and (B) no vacancy on the Board or the Bank Board created by the cessation of service of a director shall be filled by the applicable board and the applicable board shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director Directors of the Corporation or the Bank, shall be as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of determined by a vacancy created by the cessation of service of a Continuing Umpqua Director, not less than a majority two-thirds vote of the Continuing Umpqua Directors have approved the appointment or nomination (as applicable) entire Board of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia Director, not less than a majority of the Continuing Columbia Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancyDirectors; provided that any such appointment or nomination pursuant to clause the Board of Directors shall consist of an equal number of Former Rockville Directors and Former United Directors. Following the expiration of the Three-Year Period (y) or (z) for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be made in accordance with applicable law deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the rules provisions of Nasdaq (or other national securities exchange on which this sentence shall apply to such election), the Corporation’s common stock is then listed)number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors, and the requirement to have an equal number of Former Rockville Directors and Former United Directors shall expire. For purposes Subject to Article IV of these Bylaws, each of the terms “Continuing Umpqua Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors” , consistent with their expertise and “Continuing Columbia Directors” shall meaninterest, respectively, and based on the initial directors needs of Umpqua the Board of Directors and the Corporation who were designated to be directors requirements of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2positions.

Board Composition. Effective as of the Effective TimeTime (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board and of Directors of the Bank Board Corporation shall each be comprised of seven sixteen (716) Continuing Umpqua Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined belowin the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”), including Xx. X’Xxxxx, and seven Until the date of the Corporation’s 2024 annual meeting of shareholders (7) Continuing Columbia Directors (as defined below), including Xx. Xxxxx. From and after the Effective Time until the “Expiration Date: (A) the number of directors that comprises the full Board and the full Bank Board shall each be fourteen (14) and (B) ”): no vacancy on the Board or the Bank Board created by the cessation of service of a director shall be filled by the applicable board Board of Directors and the applicable board Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Umpqua BRBS Director, not less than a majority of the Continuing Umpqua BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia FVCB Director, not less than a majority of the Continuing Columbia FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of Nasdaq the NYSE American (or other national securities exchange on which the Corporation’s common stock is then securities are listed). For purposes of these Bylaws, the terms “Continuing Umpqua Directors” and “Continuing Columbia Directors” shall mean, respectively, the initial directors of Umpqua and the Corporation who were designated to be directors of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2.

Board Composition. Effective as (i) The Company shall be a “board of managers-managed” limited liability company. The Members have agreed to designate a board of managers (the Effective Time“Board of Managers”) which shall have [five (5)] Persons (the “Managers”), subject to expansion or contraction pursuant to Section 4.01(a)(ii) below. Appgate Investors and the Board of Managers, as contemplated by this Section 4.01, shall have the exclusive right (subject to the right of Xxxxxx contemplated in Section 4.01(a)(i)(B) below) to designate the Managers to the Board of Managers, and the Bank Members agree to take any and all actions necessary for the Board shall each of Managers to be comprised of seven (7) Continuing Umpqua Directors (as defined below), including Xx. X’Xxxxx, and seven (7) Continuing Columbia Directors (as defined below), including Xx. Xxxxx. From and after the Effective Time until the Expiration Datefollows: (A) Four (4) Managers designated by Appgate Investors (the number of directors that comprises “Magnetar Managers”), who shall initially include [●] (the full Board “Majority Vote Manager”), [●], [●] and the full Bank Board shall each be fourteen (14) [●]; and (B) So long as Appgate Funding, LLC or its Permitted Transferees, in the aggregate, (i) directly or indirectly own 50% of the Class C Common Units held, in the aggregate, by them at the time of the consummation of the transactions contemplated under the Restructuring Support Agreement and (ii) neither Xxxxxx nor any Affiliate thereof is in breach or violation of any non-solicitation, non-competition, non-disclosure or similar restrictive covenant, contemplated by any employment agreement between Xxxxxx and Appgate Cybersecurity Inc., at any time ((i) and (ii), the “Board Designation Conditions”), Xxxxxx shall be a Manager. (ii) The size of the Board of Managers may be expanded or contracted with the prior written approval of Appgate Investors; provided that no such contraction will remove or replace Xxxxxx, or eliminate the Manager seat to which he is entitled, so long as the Board Designation Conditions are satisfied. In the event that the size of the Board of Managers is increased, any vacancies created thereby shall be filled by Appgate Investors. In the event of any other vacancy on the Board or the Bank Board created by the cessation of service of a director Managers, either (A) such vacancy shall be filled by the applicable board and the applicable board shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Umpqua Director, not less than a majority of the Continuing Umpqua Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia Director, not less than a majority of the Continuing Columbia Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of Nasdaq (or other national securities exchange on which the Corporation’s common stock is then listed). For purposes of these Bylaws, the terms “Continuing Umpqua Directors” and “Continuing Columbia Directors” shall mean, respectively, the initial directors of Umpqua and the Corporation who were designated to be directors of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2.Appgate

Board Composition. Effective i)The Board shall consist of a number of Directors determined in accordance with the Charter, and shall be composed as follows: the Chief Executive Officer of the Effective TimeCompany; the Class C Director (if any shares of Class C Stock are issued and outstanding) in accordance with the Charter; for so long as any Xxxxxxxxxx Stockholder shall be a Principal Holder, one individual designated for election to the Board by the Xxxxxxxxxx Stockholders (the “JK Designee”); provided, however, that for so long as Xxxxxxx Xxxxxxxxxx shall be the Chief Executive Officer of the Company and a Director, he shall be deemed to be the Bank JK Designee; for so long as any Geffen Stockholder shall be a Principal Holder, one individual designated for election to the Board shall each be comprised by the Geffen Stockholders (the “DG Designee”); and such number of seven individuals selected by the Nominating and Corporate Governance Committee (7) Continuing Umpqua Directors or, in the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders (as defined below) pursuant to the second proviso to Section 2.03(b), including Xx. X’Xxxxx, then as selected in accordance with the second sentence of Section 2.03(c)) for nomination to the Board as shall bring the total number of designees and seven (7nominees pursuant to this Section 2.03(a) Continuing Columbia to the number of Directors that constitute the “entire Board” (as defined belowin the Charter, but subject to any rights of holders of Preferred Stock (as defined in the Charter) to elect additional Directors under specified circumstances); provided, including Xx. Xxxxx. From and after however, that at all times following the Effective Time until first anniversary of the Expiration Date: (A) listing of the Class A Stock on a national securities exchange a sufficient number of directors that comprises the full Board and the full Bank Board shall each be fourteen (14) and (B) no vacancy on the Board or the Bank Board created Director-nominees nominated by the cessation of service of a director Nominating and Corporate Governance Committee shall be filled by the applicable board and the applicable board shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation or the Bank, qualify as applicable (unless such predecessor director was not an independent director, in which case such individual may, but shall not be required to be, an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing Umpqua Director, not less than Independent Directors so that a majority of the Continuing Umpqua Board shall be Independent Directors have approved as required by the appointment or nomination (as applicable) By-laws; provided further, however, that the holder of the individual appointed Class C Stock shall not be restricted from nominating, electing or maintaining a Class C Director who is determined by the Board not to be an Independent Director. Each of Holdco, the Xxxxxxxxxx Stockholders, the Geffen Stockholders and the Vulcan Stockholders (collectively, the “Stockholders”) agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (x) in favor of the election to the Board of those individuals designated or nominated (as applicablein accordance with Section 2.03(a) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing Columbia Director, not less than a majority of the Continuing Columbia Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) against the election to the Board of any individual not designated or (z) shall be made nominated in accordance with applicable law and the rules of Nasdaq (or other national securities exchange on which the Corporation’s common stock is then listed). For purposes of these Bylaws, the terms “Continuing Umpqua Directors” and “Continuing Columbia Directors” shall mean, respectively, the initial directors of Umpqua and the Corporation who were designated to be directors of the Corporation and of the Bank by Umpqua or the Corporation, as applicable, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the Corporation or the Bank (as applicable) who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to this Article 9, Section 2.with