Certain Appointments Sample Clauses

Certain Appointments. The Board of Directors of Parent shall take such action as is necessary so that as of the Effective Time it has 15 members, 9 of whom are persons designated by the Board of Directors of Parent prior to the Effective Time (no more than one such person being an insider of Parent) (the "Parent Designees") and 6 of whom are persons designated by the Board of Directors of the Company prior to the Effective Time (no more than one such person being an insider of the Company and no more than -55- 65 one such person being a Major Company Stockholder) ("Company Designees"). If any Company Designee or Parent Designee is over the age of 68 at the Effective Time, Parent shall waive any age limitation applicable to members of the Board of Directors, with respect to such Company Designee or Parent Designee, as applicable. After the Effective Time, Parent will not discriminate between Company Designees and Parent Designees in making any determination with respect to the waiver of the age limitation applicable to members of the Board of Directors, it being understood that such determinations are made on a case-by-case basis and it being further understood that Parent waives such age limitation for Selix X. Xxxxxx. Xxtwithstanding anything set forth in this Section 6.11, Selix X. Xxxxxx xxxll be nominated by the Parent's Board of Directors (or nominating committee or other committee performing similar functions) for election to serve as a director of Parent for so long as Selix X. Xxxxxx xxx members of his immediate family and trusts therefor own at least 5% of the then outstanding shares of the Parent Common Stock. As of and from the Effective Time through December 31, 2000, Ronaxx X. Xxxxx, Xx. xxxll be the Non-Executive Chairman of the Parent's Board of Directors and thereupon the Parent's Board of Directors shall appoint Willxxx X. Xxxx Xxxirman of the Parent's Board of Directors to replace Ronaxx X. Xxxxx, Xx.
Sample 1
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Certain Appointments. The Lender shall have received evidence that the agents for service of process referred to in Section 8.03 hereof have been duly appointed and hold such appointments without reservation.
Sample 1
Certain Appointments. As of the Effective Time, Parent shall use its best efforts to (a) increase the size of the Board of Directors of Parent to ten (10) persons and (b) nominate Xxxxxxxxxxx X. Xxxx ("Pook") for election as a Class I director for the remainder of a three (3) year term expiring in the year 2000 subject to shareholder approval, which approval will be sought at the shareholder meeting contemplated by Section 3.6. At the end of such three (3) year term, if Pook remains an employee of the Surviving Corporation, Parent shall use its best efforts to nominate Pook for re-election as a director for an additional three (3) year term subject to shareholder approval.
Sample 1
Certain Appointments. As of the Effective Time, Parent shall cause Xxxxx X. Xxxxxxxx to be appointed to the board of directors of Parent. Thereafter, unless Xxxxx X. Xxxxxxxx'x employment with Parent or one of its Subsidiaries is terminated by Parent without "cause," by Xxxxx X. Xxxxxxxx for "good reason" or due to Xxxxx X. Xxxxxxxx'x "disability" (as such terms are defined in Xxxxx X. Xxxxxxxx'x employment agreement with Parent or one of its Subsidiaries) and as long as Xxxxx X. Xxxxxxxx complies with Parent's policies and guidelines applicable to all members of its board of directors, Parent shall cause Xxxxx X. Xxxxxxxx to be included in the slate of persons nominated to serve as directors on Parent's board of directors during any Earnout Calculation Period. Upon any termination of Xxxxx X. Xxxxxxxx'x employment with Parent or one of its Subsidiaries by Parent with "cause," by Xxxxx X. Xxxxxxxx without "good reason" or due to "disability," Xxxxx X. Xxxxxxxx shall promptly resign from the board of directors. As of the Effective Time, Parent shall cause Xxxx X. X'Xxxxx and Xxxx X. Xxxxx to be appointed to the Americas Executive Committee, and while such persons are employed by Parent or one of its Subsidiaries, they shall continue to serve on such committee (or its successor) during any Earnout Calculation Period. For the avoidance of doubt, the sole and exclusive remedy for any breach of this Section 7.11 by Parent shall be specific performance in accordance with Section 11.10, and in no event shall Parent have any liabilities for Losses arising from any breach of this Section 7.11.
Sample 1
Certain Appointments. As of the Effective Time, Parent shall use its best efforts
Sample 1
Certain Appointments. 55 Section 6.12 Affiliates.......................................................................56 Section 6.13 Pooling-of-Interests.............................................................57 Section 6.14 Certificate of Designation; Depositary Agreement.................................57 Section 6.15 Takeover Statutes................................................................57 Section 6.16 Tax-Free Merger..................................................................58 Section 6.17 Name; Headquarters...............................................................58 Section 6.18
Sample 1

Related to Certain Appointments

  • Board Appointments (i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from nine (9) to twelve (12) directors (provided that the size of the Board shall automatically decrease to nine (9) directors at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”)) and, in connection therewith, expand the number of directors comprising each of the Class II and Class III directors of the Board by one (1) and two (2), respectively, (B) appoint Xxxx Xxxxx to the Board as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes (the “First Independent Designee”), (C) appoint one (1) independent director to the Board prior to the 2020 Annual Meeting as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Second Independent Designee”, together with the First Independent Designee, the “Independent Designees”), with such Second Independent Designee to either be selected from the Candidate List (as defined below) or mutually agreed upon between the Company and Starboard in accordance with the procedures set forth in Section 1(a)(iii) of this Agreement, and who will fill the existing vacancy among the Class II directors created by the expanded classes, (D) identify and appoint one (1) additional independent director (the “Additional Independent Director”) to the Board prior to the 2020 Annual Meeting as a Class III director with a term expiring at the 2020 Annual Meeting, who will fill an existing vacancy among the Class III directors created by the expanded classes, (E) cause Xxxxx Xxxxx and Xxxx X’Xxxxxxxx not to stand for re-election at the 2020 Annual Meeting such that the Board shall nominate the following individuals, and only the following individuals, as Class III directors for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”): the First Independent Designee, Xxx Xxxxxxxxx and the Additional Independent Director, and (F) accept the resignation tendered by Xxxx Xxxxx as a director of the Company, who the Company hereby represents has submitted, or shall no later than the date hereof submit, an irrevocable letter of resignation to the Board that will become effective no later than upon the conclusion of the 2020 Annual Meeting.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

  • Terms of Appointment Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints RPS to perform the services and functions described herein in connection with certain Retirement Plan and Retirement Accounts as agreed upon by the parties.

  • Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

  • Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

  • Term of Appointment 2.1 The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than three months’ prior notice in writing.

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Scope of Appointment A. Subject to the conditions set forth in this Agreement, the Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent.

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