Director Nominee. If the Company has not entered into a definitive agreement to merge with, or sell substantially all of its assets to, another person or entity within six (6) months from the date of this Agreement, Ben-Xxxxxx xxxll be entitled to designate one director to the class of directors that serve until the Annual Meeting of stockholders of the Company to be held in 2002 (the "2002 ANNUAL MEETING") and, with respect to the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director of the class of directors of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee (i) will qualify as an "independent" director, (ii) is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors of the Company and all of the covenants under Sections 1 and 2 of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Securities Act of 1933, as amended. So long as Ben-Xxxxxx xx entitled to designate one director in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination and election at the 2002 Annual Meeting.
Director Nominee. The designee of Purchaser, if any, shall have been elected to the Board of Trust Managers of GREAT in accordance with Section 5.1(h).
Director Nominee. For as long as the Notes remain outstanding, the Investors shall have the right to nominate one director to the Company's Board (“Investor Nominee”). The Board, subject to its fiduciary responsibilities, shall appoint such Investor Nominee as a director to fill the vacancy created by Xxx Xxxxx'x resignation from the Board and to serve the unexpired term, unless terminated earlier upon resignation, death or removal by the Board. The Board, subject to its fiduciary responsibilities, shall include the Investor Nominee (i) on the Corporate Governance and Nominating Committee, and (ii) on the slate of directors nominated by the Board to be elected by the shareholders at the Shareholder Meeting (as defined under Section 7(c)) if the Investor Nominee is designated by the Investors no later than by July 15, 2011 or within a reasonable time in order to provide the Company sufficient time to include the Investor Nominee in the applicable proxy statement in compliance with applicable laws. If the Investor Nominee resigns, dies or is removed by the Board before the expiration of his or her term, the Board, subject to its fiduciary responsibilities, shall fill such board vacancy with another Investor Nominee to serve the remaining unexpired term.
Director Nominee. The PE Shareholders shall be entitled to designate one person for election to the Board of Directors of Parent (the "Designee") prior to Parent's Annual Meeting of Shareholders held next following the Effective Time. Unless waived by the Designee or unless the Designee has not been named within 10 days prior to the date Parent mails to shareholders its Proxy Statement for such Annual Meeting, Parent also shall take such action as may be reasonably necessary to nominate the Designee for election to the Board of Directors at such Annual Meeting.
Director Nominee. Upon issuance of Secured Notes in the aggregate amount of at least $650,000, the holders of a majority of the outstanding principal amount of the Secured Notes shall have the right to designate in writing one person as the designee of the holders of all of the Secured Notes for membership on the board of directors of Xxxxxx. Upon notification of such designation, Xxxxxx shall increase its board of directors by one member and elect such designee to fill the newly-created board vacancy. For so long as at least $650,000 in aggregate principal amount of Secured Notes remain outstanding, Xxxxxx shall use its best efforts to cause the designee of the holders of the Notes to be elected as a director of the Company at all applicable meetings of the stockholders of Xxxxxx. In the event that the membership of the board of directors of the Company shall contain of eight or more individuals, other than designees of the holders of the Secured Notes, the number of designees referred to in this Section 11 shall be increased to two and, in the event that the membership of the board of directors shall contain twelve or more individuals, other than designees of the holders of the Secured Notes, the number of designees referred to in this Section 11 shall be increased to three.
Director Nominee. Having completed the review process of the Organization, Compensation and Corporate Governance Committee (the “Committee”) of the Company’s board of directors (the “Board”), the Board shall take action promptly to increase the size of the Board and fill such vacancy with X. Xxxxx Morfit. Xx. Xxxxxx shall be serve as a Class I Director (up for re-election in 2009), shall be appointed as a member of the Science and Technology Committee of the Board.
Director Nominee. (a) Provided that both Director Thresholds are met, and subject to the other provisions of this Agreement, following delivery of an Exercise Notice, EGLX (acting through the Board) shall:
Director Nominee. (a) Having considered the request of the Investors that the Nominees, individuals mutually selected by the Investors and the Company, be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominees to act as directors of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed the nominations and has recommended the appointment of the Nominees as directors of the Company on the terms set out in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has as of this date (i) elected the Nominees as directors of the Company, to serve until the annual meeting of stockholders of the Company in 2012 (the “2012 Meeting”) and (ii) subject to compliance by each member of the Investor Group and the Nominees with all of the terms of this Agreement and the Nominees continuing to satisfy all of the Conditions, determined to nominate the Nominees for election as directors of the Company and recommend in favor of their election by stockholders at the 2012 Meeting. If the Nominees are elected by the Company’s stockholders to serve as directors of the Company at the 2012 Meeting, then subject to compliance by each member of the Investor Group and the Nominees with all of the terms of this Agreement and the Nominees continuing to satisfy all of the Conditions, the Nominees shall serve until the annual meeting of stockholders of the Company in 2013 (including any adjournment or postponement thereof) (the “2013 Meeting”), or until their earlier death, resignation, disqualification or removal.
Director Nominee. Concurrent with and contingent upon the Effective Time and subject to any fiduciary obligations of the Board of Directors of CVCY (the “CVCY Board”), the CVCY Board shall cause the exact number of directors of the CVCY Board to be increased by one (1) director and shall appoint F. T. Xxxxxxx, IV (“Board Nominee”), to fill the newly-created vacancy on the CVCY Board, in accordance with the Bylaws of CVCY. Such Board Nominee shall hold office until the first annual meeting of shareholders of CVCY following the appointment, until his or her successor is elected and qualified or until otherwise removed; provided, however, that in the event that all approvals from Governmental Authorities (including, without limitation, approvals of the Merger from the FDIC and CDFI) have been received before the date that the proxy materials for the 2013 shareholders’ meeting of CVCY are mailed and the Effective Date is scheduled to occur before the annual shareholders’ meeting of the CVCY shareholders, such Board Nominee shall be nominated for election to the CVCY Board at the 2013 annual shareholders meeting of CVCY provided that such nominee satisfies the standards of the CVCY nominating committee and subject to the fiduciary duties of the CVCY Board and nominating committee.
Director Nominee. Concurrent with and contingent upon the Effective Time and subject to any fiduciary obligations of each of the Boards of Directors of CVCY (the “CVCY Board”) and Central Valley Community Bank (the “CVCB Board” and collectively with CVCY Board, the “Boards”), each of the Boards shall cause the number of its directors to be increased by one (1) director, if necessary, and shall cause Xxxx X. Xxxx (“Board Nominee”), to be appointed to or fill the newly-created vacancy on each of the Boards, in accordance with the Bylaws of CVCY and Central Valley Community Bank, respectively. Such Board Nominee shall hold office on the Boards until the first annual meeting of shareholders of CVCY and Central Valley Community Bank, respectively, following the appointment, until his or her successor is elected and qualified or until otherwise removed. The Board Nominee shall be entitled to compensation, indemnification and expense reimbursement in connection with his role as a director to the same extent as currently offered to other directors on the Boards. Subject to the fiduciary duties of the nomination committees, the Board Nominee shall be nominated for reelection to the Boards at the annual shareholder meeting for both CVCY and Central Valley Community Bank immediately following the Effective Time, and CVCY’s proxy materials with respect to such annual meetings shall include the recommendation of the CVCY Board that CVCY’s shareholders vote to reelect such Board Nominee to the same extent as recommendations are made with respect to other directors on the CVCY Board.
