Board Composition and Related Matters Sample Clauses
Board Composition and Related Matters. (a) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to expand the Board to 13 members and to appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Independent Designee” and, together with ▇▇. ▇▇▇▇▇, the “Alden Designees”) to the Board. The Company agrees that upon the conclusion of the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and subject only to Sections 1(e) and 1(f) below, the Board shall consist of 9 directors, including the Alden Designees.
(b) No later than immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to combine the Governance Committee of the Board and the Nominating Committee of the Board into the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) and shall not seek to separate the Nominating and Governance Committee during the time period starting on the date hereof and ending on the Termination Date (the “Cooperation Period”). Effective upon the execution of this Agreement, the Board shall appoint each of the Alden Designees to each of the Nominating and Governance Committee and Compensation Committee. In addition, the Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to (i) reconstitute the Nominating and Governance Committee to comprise four directors, including each of the two Alden Designees; and (ii) reconstitute the Compensation Committee to comprise four directors, including each of the two Alden Designees. As promptly as practicable following the execution of this Agreement, but in any event no later than three Business Days following the execution of this Agreement, the Board shall determine the director who shall be chairman of the Nominating and Governance Committee; the Board shall determine one of the Alden Designees who shall be the chairman of the Compensation Committee; and the Board shall take all necessary actions to appoint such individuals as chairman of the respective committee. In the event that either the Nominating and Governance Committee or the Compensation Committee is unable to reach a majority resolution on any matter under consideration by such committee, then the chairman of such committee shall submit such matter to ...
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, ▇▇▇▇▇▇▇ hereby irrevocably withdraws
(i) the Nomination Notice and (ii) its demands made pursuant to Section 220 of the General Corporation Law of the State of Delaware, by letter dated May 7, 2024.
(b) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from six (6) to seven (7) directors.
(c) Effective upon the execution and delivery of this Agreement, the Board shall take all action necessary to appoint ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the “New Director”) to the Board to fill the directorship resulting from the increase in the size of the Board as set forth in Section 1(b) as a Class B director with a term expiring at the 2025 Annual Meeting and to hold office until her successor has been duly elected and qualified or until her earlier, death, resignation or removal. The Board shall also consider nominating the New Director for re-election to the Board at the 2025 Annual Meeting (the “2025 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directors. If the Board determines not to nominate the New Director for re-election to the Board at the 2025 Annual Meeting, the Company shall provide notice (a “Non-Renomination Notice”) of such determination to ▇▇▇▇▇▇▇ no later than thirty (30) days prior to the deadline under Section 2.5 of the Bylaws (as defined below) for stockholders to deliver a notice of nomination of director candidates for election to the Board at the 2025 Annual Meeting.
(d) Concurrently with the appointment of the New Director, the Board and all applicable committees of the Board shall take all necessary actions to appoint the New Director to (i) the Nominating and Corporate Governance Committee of the Board and (ii) the Compensation Committee of the Board.
(e) The parties acknowledge that the New Director, upon election or appointment to the Board, will be subject to and governed by the same confidentiality, conflicts of interest, related person transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company as other directors of the Company (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, expense reimbursement, compensation and fees, as are applicable to all non-employee directors of the Company who are not serving a...
Board Composition and Related Matters. (a) Effective upon the execution of this Agreement and simultaneous with the Company’s completion of its obligations under Sections 1(b) and 1(e), Privet withdraws the Nomination Notice.
(b) Effective upon the execution of this Agreement, the Board increases the size of the Board from nine to ten directors and appoints the Privet Designee to, and seats the Privet Designee on, the Board.
(c) Simultaneously with the execution of this Agreement, the Privet Designee is executing and delivering to the Company a resignation letter in the form attached hereto as Exhibit A (the “Resignation Letter”).
(d) The Company shall (i) include the Privet Designee in its proxy statement and proxy card for the 2018 Annual Meeting as a director candidate of the Board, (ii) recommend to the stockholders of the Company the election of the Privet Designee to the Board at the 2018 Annual Meeting and (iii) solicit proxies in favor of the election of the Privet Designee to the Board at the 2018 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees (collectively, the “Election Support Efforts”).
(e) For any Annual Meeting subsequent to the 2018 Annual Meeting, as long as the Privet Designee is on the Board, the Company shall irrevocably notify Privet in writing (the “Renomination Notice”) no less than forty-five (45) calendar days before the last day of the advance notice window pursuant to the Company’s Amended and Restated Bylaws if the Privet Designee will be nominated by the Company for election as a director at such Stockholder Meeting and, if the Privet Designee consents in writing to such nomination within five (15) calendar days of receipt of such Renomination Notice and is to be so nominated, shall provide full Election Support Efforts for the election of the Privet Designee at such Stockholder Meeting. Notwithstanding anything to the contrary contained herein, to the extent the Company nominates the Privet Designee for election as a director at the 2019 Annual Meeting, as indicated in the Renomination Notice, and the Privet Designee consents in writing to such nomination, then, with immediate effect and for the remainder of the term of this Agreement, (i) the Ownership Minimum under Section 1(h) hereof shall be reduced to 3% of the Company’s then-outstanding shares of Common Stock, (ii) the Ownership Cap under Section 3(a) hereof shall be increased to 14.9% of the then-outstanding shares of Common Stock, a...
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, (i) director K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“M▇. ▇▇▇▇▇▇▇▇”) shall tender his resignation from the Board, effective January 1, 2021, (ii) the Board shall appoint the Investor Representative to fill the vacancy resulting from M▇. ▇▇▇▇▇▇▇▇’▇ resignation, effective January 1, 2021, (iii) the Board shall not nominate Vice Chairman of the Board D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to stand for re-election at the Annual Meeting to be held in 2021 (the “2021 Annual Meeting”), shall not include M▇. ▇▇▇▇▇▇▇▇ in its proxy statement and proxy card as a director nominee at the 2021 Annual Meeting, and shall not recommend or solicit proxies in favor of the re-election of M▇. ▇▇▇▇▇▇▇▇ at the 2021 Annual Meeting, and (iv) if C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“M▇. ▇▇▇▇▇▇▇▇”) is re-elected to the Board at the 2021 Annual Meeting, the Board shall elect M▇. ▇▇▇▇▇▇▇▇ as Chairman of the Board promptly following the 2021 Annual Meeting. The Board represents and warrants that M▇. ▇▇▇▇▇▇▇▇ has consented to serve as Chairman of the Board upon his election. In the event M▇. ▇▇▇▇▇▇▇▇ is not re-elected to the Board at the 2021 Annual Meeting, or is otherwise not serving as a member of the Board following the 2021 Annual Meeting, the Board will promptly appoint a Chairman of the Board and/or a Lead Independent Director from among the directors duly elected at the 2021 Annual Meeting, which director shall, in either case, qualify as an “independent director” pursuant to the listing rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”) as confirmed by the Company’s outside legal counsel. The Board represents and warrants that B▇▇▇▇ ▇▇▇▇▇▇ shall not be elected to serve as Chairman of the Board or Lead Independent Director prior to the Termination Date.
(b) Prior to the Termination Date, the Company shall, with respect to any Annual Meeting, (i) include the Investor Representative in its proxy statement and proxy card as a director nominee of the Board, (ii) recommend the election of the Investor Representative to the stockholders of the Company and (iii) solicit proxies in favor of the election of the Investor Representative. In connection with the foregoing, the Investor Representative hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.
(c) Concurrently with his appointment to the Board, the Investor Representative shall be appointed by...
Board Composition and Related Matters. (a) The Board of Directors has resolved that, effective as of the Effective Time (for all purposes of this Section 18, as defined in the Agreement and Plan of Merger, dated as of December 9, 2019, by and between the Corporation and Texas Capital Bancshares, Inc. (“TCBI”), as the same may be amended from time to time (the “Merger Agreement”)), (i) ▇▇. ▇▇▇▇▇ ▇. Brooks shall continue to serve as Chairman of the Board of Directors and President and Chief Executive Officer of the Corporation and of the Corporation’s wholly owned subsidiary, Texas Capital Bank (formerly Independent Bank) (the “Bank”), (ii) ▇▇. ▇▇▇▇▇ ▇. Helm shall serve as lead independent director of the Board of Directors of the Corporation and (iii) Mr. C. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall serve as strategic consultant to the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and the Bank. The Corporation may enter into or amend appropriate agreements or arrangements with ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ in connection with the subject matter of this Article III, Section 18(a).
(b) Prior to the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), (i) the removal of ▇▇. ▇▇▇▇▇▇ from, or the failure to appoint or re-elect ▇▇. ▇▇▇▇▇▇ to, his position as Chairman of the Board of Directors or President and Chief Executive Officer of the Corporation or the Bank, (ii) the removal of ▇▇. ▇▇▇▇ from, or the failure to appoint or re-elect ▇▇. ▇▇▇▇ to, his position as lead independent director of the Board of Directors of the Corporation, or (iii) any determination not to nominate ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇ as a director of the Corporation or the Bank, in each case, shall each require the affirmative vote of at least 75% of the full Board of Directors.
(c) Effective as of the Effective Time, (i) the Board of Directors of the Corporation and the Board of Directors of the Bank shall be comprised of seven (7) Continuing TCBI Directors, including ▇▇. ▇▇▇▇, and six (6) Continuing IBTX Directors, including ▇▇. ▇▇▇▇▇▇ and (ii) the six (6) Continuing IBTX Directors, on the one hand, and the seven (7) Continuing TCBI Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Corporation such that each class of the Board of Directors shall consist of two (2) Continuing IBTX Directors and at least two (2) Continuing TCBI Directors; provided that ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ shall eac...
Board Composition and Related Matters. (a) The Company agrees that, (i) within one (1) Business Day (as defined below) following the execution and delivery of this Agreement, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by one directorships) to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇ and (ii) no later than December 14, 2023, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by an additional two directorships) to appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (“▇▇▇▇▇”) ▇. ▇▇▇▇▇▇▇ (each of Mr. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇, a “New Director,” and collectively, the “New Directors”) to the Board with an initial term expiring at the Company’s 2024 Annual Meeting. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to (i) nominate each of the New Directors for election to the Board at the 2024 Annual Meeting and recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as for the Company’s other nominees at the 2024 Annual Meeting, (ii) ensure that three directors serving on the Board as of the date preceding the date of this Agreement will not stand for re-election at the 2024 Annual Meeting, and (iii) appoint one of the New Directors as Chair of the Board effective as of the conclusion of the 2024 Annual Meeting.
(b) Each member of the Investor Group represents that as of the date of this Agreement neither it nor any of its Affiliates or Associates is, and during the term of this Agreement such persons will not become, a party to any agreement, arrangement or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof.
(c) Each member of the Investor Group acknowledges that each of the New Directors, upon election to the Board, shall serve as a member of the Board and shall comply with the terms of the Company’s Amended and Restated Certificate of Incorporation (as may be amended and supplemented from time to time, the “Charter”), Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), committee charters, and corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines and similar governance documents, policies, procedures, processes, codes, rules, standards and guidelines that a...
Board Composition and Related Matters. (a) Simultaneous with the execution and delivery of this Agreement, the Investor Group hereby irrevocably withdraws the Nomination Notice and any related materials, demands or notices submitted to the Company in connection therewith.
(b) Simultaneous with the execution and delivery of this Agreement, the Investor Group shall immediately cease all efforts, direct or indirect, in furtherance of the Nomination Notice and any related solicitation in connection with the Nomination Notice.
(c) Simultaneous with the execution and delivery of this Agreement, each Investor Group Designee has executed and delivered to the Company an irrevocable conditional letter of resignation from the Board in the form attached hereto as Exhibit A (the “Resignation Letter”).
(d) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from seven to ten directors and appoint the Investor Group Designees to fill two of the vacancies resulting from the increase in the size of the Board with terms expiring at the 2021 Annual Meeting. Prior to the 2021 Annual Meeting, the Board will not increase the size of the Board other than as contemplated by this Section 1(d).
(e) At the 2021 Annual Meeting, the Board’s slate of directors will be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and the Investor Group Designees. The Company confirms that two of the Company’s incumbent directors, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, will not stand for reelection to the Board at the 2021 Annual Meeting. Effective at the conclusion of the 2021 Annual Meeting, the size of the Board shall be reduced to eight directors and shall not thereafter exceed eight directors until the Termination Date.
(f) Subject to applicable stock exchange rules with respect to service on the applicable committee, the Company agrees that, immediately following the execution of this Agreement and continuing until the Termination Date, the Board and all applicable committees of the Board shall take all action necessary to provide each Investor Group Designee with the opportunity to be appointed to at least two standing committees of the Board and, upon such Investor Group Designee’s consent to serve, immediately appoint such Investor Group Designee to such standing committee(s) of the Board. As of the date of this Agreement, the only committees of the Board (standing or otherwise) are the Audit Committee, Compensation Commi...
Board Composition and Related Matters. (a) The Company agrees that prior to the Annual Meeting, the Board, and all applicable committees of the Board, shall take all necessary actions to (i) increase the size of the Board from seven (7) to eight (8) directors and (ii) nominate ▇▇. ▇▇▇▇▇▇▇ as a candidate for election to the Board at the 2021 Annual Meeting to fill the newly created vacancy. The Company agrees to recommend, support and solicit proxies for the election of ▇▇. ▇▇▇▇▇▇▇ at the 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company has historically supported the Board’s other nominees. In connection with the foregoing, ▇▇. ▇▇▇▇▇▇▇ consents to be named by the Company as a nominee for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from five to six directors and appoint the Investor to the Board to fill the vacancy resulting from the increase in the size of the Board with a term expiring at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and until his successor is elected and qualified. In addition, the Board will include the Investor in the Board’s slate of directors for election to the Board at the 2023 Annual Meeting.
(b) Upon his appointment to the Board, the Investor shall be appointed as a member of the “Special Committee” of the Board, comprised solely of ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and the Investor.
(c) The Investor agrees to comply with the terms of the Company’s Articles of Incorporation (as may be amended and supplemented from time to time, the “Charter”), By-Laws (as may be amended from time to time, the “By-Laws”), committee charters and corporate governance documents that are applicable to all of the Company’s non-employee directors.
(d) The Investor will be entitled to the same director benefits as other non-employee members of the Board, including (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of Company (but with the first annual retainer payable to the Investor at the time of the 2023 Annual Meeting and with the form of the retainer payable in common stock of the Company or the cash equivalent (at the election of the Board)) and (ii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time.
Board Composition and Related Matters. As promptly as practicable after (but no later than the day immediately following) the certification by the independent inspector of elections in connection with the 2018 Annual Meeting (the “Election Certification”) and their appointment to the Board, the Continuing Nominees shall take all necessary actions to (a) fix the size of the Board at eight (8) directors and (b) appoint to the Board each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, each of whom has consented to serve as a director to serve a term expiring at the close of the Company’s 2019 Annual Meeting or until his or her successor is duly elected to the vacancies on the Board.