Board Composition. (a) Effective as of the Effective Time (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 of Directors of the Corporation shall consist of twenty (20) Directors (or, 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 ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions. (b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors. (c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors. 4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Merger Agreement (Rockville Financial, Inc. /CT/), Merger Agreement (United Financial Bancorp, Inc.)
Board Composition. (a) Effective as of the Effective Time Date (as defined in the Agreement and Plan of MergerReorganization, dated as of November 14June 9, 2013, by and between United Financial Bancorp, Inc. Union First Market Bankshares Corporation and StellarOne Corporation (“United”) and Rockville Financial, Inc. (“RockvilleStellarOne”), 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 of Directors of the Corporation shall consist be comprised of twenty (20) Directors (ornineteen directors, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which eleven shall be former members of the Board of Directors of Rockville the Corporation prior to the Effective Date chosen by Rockville the Corporation prior to the Effective Date (each a “Union Director” and collectively the “Former Rockville Union Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom eight shall be former members of the Board of Directors of United StellarOne prior to the Effective Date who are designated by StellarOne prior to the Effective Date by StellarOne, subject to the consent of Union which shall not be unreasonably withheld, to serve as directors of the Corporation (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United (each a “StellarOne Director” and collectively the “Former United StellarOne Directors”). The Former United Union Directors and Former Rockville the StellarOne Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in a manner as nearly evenly equal as is possible. The placement of specific Former United Directors by class shall be as determined by United, .
(b) From and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following after the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction Date through the third anniversary of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent directorsEffective Date, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or any successors thereto nominated in accordance with these Bylaws) whose terms shall expire at vacancies on 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 Board of Directors of the Corporation created by the cessation of service of a Union Director shall be as determined filled by a two-thirds vote nominee proposed to the nominating committee of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the number of Directors of the Corporation shall be as determined by a two-thirds vote majority of the entire Board of remaining Union Directors, and the requirement to have an equal number of Former Rockville Directors and Former United Directors shall expire. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve all vacancies on committees of the Board of Directors, consistent with their expertise and interest, and based on Directors of the needs Corporation created by the cessation of service of a StellarOne Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected Corporation by a majority vote of the Former United remaining StellarOne Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directorsapplicable.
(c) Until All directors so nominated and appointed or elected to the expiration Board of Directors of the Three-Year PeriodCorporation by proposal of the Union Directors shall be considered “Union Directors” for purposes of this Article II, Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of StellarOne Directors shall be considered “StellarOne Directors” for purposes of this Article II, Section 9.
(d) From and after the Effective Date through the third anniversary of the Effective Date, the provisions of this Section 2 9 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 9 may be adopted, only by an affirmative vote of at least two-thirds the StellarOne Directors. This Section 9 will automatically terminate and be deemed repealed in full effective as of the full third anniversary of the Effective Date without any further action by the Board of DirectorsDirectors of the Corporation. In the event of any inconsistency between any provision of this Section 9 and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Section 9 are intended to control. THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of June 9, 2013, is by and among UNION FIRST MARKET BANKSHARES CORPORATION, a Virginia corporation (“Union”), STELLARONE CORPORATION, a Virginia corporation (“StellarOne”), and the undersigned stockholder of StellarOne (the “Stockholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Merger Agreement (Union First Market Bankshares Corp), Merger Agreement (StellarOne CORP)
Board Composition. (a) Effective as of the Effective Time (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 of Directors of the Corporation shall consist of twenty (20) Directors (or, 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 The Wattles Group hereby withdraws ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as a nominee for election at the Annual Meeting. The Company agrees to nominate three of the Original Five Nominees, excluding ▇▇. ▇▇▇▇, as selected by the Board (such three nominees together, the “Wattles Nominees”) for election to the Board at the Annual Meeting, with one of the Wattles Nominees to serve for a term of three years expiring at the Company’s 2011 Annual Meeting of Shareholders, one of the Wattles Nominees to serve for a term of two years expiring at the Company’s 2010 Annual Meeting of Shareholders, and one to serve for a term of one year expiring at the Company’s 2009 Annual Meeting of Shareholders (the “2009 Meeting”). The Board‘s Nominating & Governance Committee intends to meet with the Original Five Nominees, excluding ▇▇. ▇▇▇▇, within fourteen (14) days following the date of this Agreement to recommend to the Board the Wattles Nominees. The Board acknowledges that the Wattles Group has a preference for ▇▇. ▇▇▇▇▇ ▇. Marcum to be selected as a Wattles Nominee and agrees to not unreasonably fail to select ▇▇. ▇▇▇▇▇▇ as a ▇▇▇, ▇▇▇▇ Nominee. The Company will file a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) which includes such information regarding the Wattles Nominees as is required by federal securities laws in connection with their nomination by the Company; provided that the Wattles Group will use best efforts to cooperate and provide such required information to the Company. The Board will recommend that the Company’s shareholders vote to elect the Wattles Nominees as directors, will instruct the Company’s shareholders to vote all proxies in favor of their election and will otherwise use reasonable best efforts to cause the election of the Wattles Nominees at the Annual Meeting. The Board will also recommend that the Company’s shareholders vote to elect the Wattles Nominee with a term expiring at the Company’s 2009 Annual Meeting as a director, will instruct the Company’s shareholders to vote all proxies in favor of his election and will otherwise use reasonable best efforts to cause the election of such Wattles Nominee at the Company’s 2009 Annual Meeting.
(b) For the avoidance of doubt, in addition to the Wattles Nominees, Company intends to also nominate five individuals for election at the Annual Meeting, with each to serve for a term of three years expiring at the Company’s 2011 Annual Meeting of Shareholders except for one, who will be nominated to serve for a term of two years expiring at the Company’s 2010 Annual Meeting.
(c) From and after the date of this Agreement, the Board shall allow ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to be a non-voting observer (but not a member) of the Board and of the Executive Committee with the right to receive notices of, and half attend all meetings of whom shall be former the Board and the Executive Committee and receive the same information provided to members of the Board of Directors of United and the Executive Committee in their capacity as such, until such time as the Board selects the Wattles Nominees and (other than ▇▇▇2) the Board shall allow ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇to be a non-voting observer (but not a member of) chosen by United (the “Former United Directors”). The Former United Directors Board with the right to receive notices of, and Former Rockville Directors shall be apportioned among the classes attend all meetings of the Board and receive the same information provided to members of Directors the Board in their capacity as nearly evenly such, until the Annual Meeting.
(d) Following the selection of the Wattles Nominees, the Board (1) shall allow the Wattles Nominees to be non-voting observers (but not members) of the Board with the right to receive notices of, and attend all meetings of the Board and receive the same information provided to members of the Board in their capacity as is possible. The placement such, until the Annual Meeting and (2) shall allow one of specific Former United Directors the Wattles Nominees, designated by class the Wattles Group, to be a non-voting observer (but not a member) of the Executive Committee with the right to receive notices of, and attend all meetings of the Executive Committee and receive the same information provided to members of the Executive Committee in their capacity as such, until the Annual Meeting.
(e) Except as provided in the next sentence, the size of the Board will not be increased to more than fifteen (15) directors at any time before the 2009 Annual Meeting and at or prior to the 2009 Meeting, the Company shall reduce the size of the Board by at least two members (provided that none of the Wattles Nominees shall be as determined requested or required to resign or not to stand for reelection). In connection with and pursuant to a material third-party investment in the Company the Board may increase its size by Unitedup to three additional members to accommodate the appointment of up to three nominees to the Board in connection therewith.
(f) If any Wattles Nominee is not elected to the Board at the Annual Meeting, (i) the Wattles Group shall thereafter be entitled to select a replacement nominee which, subject to the agreement of the Company and a determination by the placement of specific Former Rockville Directors by class shall be as determined by RockvilleBoard’s Nominating & Governance Committee that such individual is qualified, which in each case subject may not be unreasonably withheld, the Company will promptly appoint to the preceding sentenceBoard to serve until the 2009 Meeting; provided, however, that each of Messrs. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in (ii) the class whose term shall expire Company will nominate any such replacement nominee(s) for election to the Board at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject 2009 Meeting to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (serve for the avoidance of doubt, term specified Section 1(a) for the election of Directors at the Third relevant Wattles Nominee for which such replacement nominee(s) is replacing.
(g) The Annual Meeting shall be deemed for purposes held not later than 45 days following June 24, 2008 at the time and place indicated in the notice of these Bylaws annual meeting to follow be sent to the expiration shareholders of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent Company in connection with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of DirectorsAnnual Meeting.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Settlement Agreement (Circuit City Stores Inc), Settlement Agreement (Wattles Mark J)
Board Composition. (a) Effective as of the Effective Time (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”herein), 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 of Directors of the Corporation shall consist be comprised of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which eight shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇Corporation prior to the Effective Time, and half of whom eight shall be former members of the Board of Directors of United FVCBankcorp, Inc. (other than ▇▇▇▇▇▇▇ ▇“FVCB”) prior to the Effective Time. ▇▇▇▇▇▇▇For the purposes of these Bylaws, who will the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United amended from time to time (the “Former United DirectorsMerger Agreement”). The Former United Directors and Former Rockville Directors shall be apportioned among Until the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction date of the 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 (or 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 2024 annual meeting of shareholders (collectively, the “Third Annual MeetingExpiration Date”), ): no vacancy on the number Board created by the cessation of Directors service of the Corporation a director shall be as determined filled by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be elected an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority vote of the Former United DirectorsContinuing 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 FVCB Director, not less than a majority of the Continuing 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 (iiz) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the Board of Directors, then a new Vice Chairman of NYSE American (or other national securities exchange on which the Board of Directors shall be elected by a majority vote of the Former Rockville DirectorsCorporation’s securities are listed).
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (FVCBankcorp, Inc.), Agreement and Plan of Reorganization (Blue Ridge Bankshares, Inc.)
Board Composition. (a) Effective as of the Subsidiary Merger Effective Time (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”herein), 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 of Directors of the Corporation shall consist be comprised of twenty (20) Directors (or16 Directors, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which eight shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇Corporation prior to the Subsidiary Merger Effective Time, and half of whom eight shall be former members of the Board of Directors of United FVCBankcorp, Inc. (other than ▇▇▇▇▇▇▇ ▇“FVCB”) prior to the Subsidiary Merger Effective Time. ▇▇▇▇▇▇▇For the purposes of these Bylaws, who will the term “Subsidiary Merger Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between Blue Ridge Bankshares, Inc., the Corporation’s parent company, and FVCB, as the same may be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United amended from time to time (the “Former United DirectorsMerger Agreement”). The Former United Directors and Former Rockville Directors shall be apportioned among Until the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction date of the 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 (or 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 2024 annual meeting of shareholders (collectively, the “Third Annual MeetingExpiration Date”), ): no vacancy on the number Board created by the cessation of Directors service of the Corporation a director shall be as determined filled by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be elected an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority vote of the Former United DirectorsContinuing 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 FVCB Director, not less than a majority of the Continuing 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 (iiz) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent made in accordance with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of DirectorsCorporation’s corporate governance guidelines and all applicable laws and regulations.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (FVCBankcorp, Inc.), Agreement and Plan of Reorganization (Blue Ridge Bankshares, Inc.)
Board Composition. (a) Effective as of From and after the Effective Time (as defined in the Agreement and Plan of Merger, dated as of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”Merger Agreement) and Rockville Financialuntil the provisions of this Section 1A cease to be effective in accordance with Section 1D, Inc. each Stockholder shall vote or cause to be voted all of his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other customary and reasonable actions within his, her or its control (“Rockville”whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise (unless, in the case of any action in such Stockholder’s capacity as an officer, director or member of a board committee, such action would be inconsistent with such Stockholder’s fiduciary duties under applicable laws), as and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the same may Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings, causing the designated individuals to be amended from time to time (the “Merger Agreement”)) and notwithstanding any other provision of these Bylaws that may be nominated for election to the contraryBoard, soliciting proxies in favor thereof and recommending that stockholders of the Company elect to the Board each such designee), so that:
(i) except as otherwise contemplated by the Certificate of Incorporation, (a) the authorized number of directors on the Board shall be established and maintained at twelve (12), (b) from and after the effective time of the Merger, the Board shall be divided into three classes designated as Class I, Class II and Class III, (c) the term of Directors office of the Corporation initial Class I directors shall consist expire at the first annual meeting of twenty stockholders after the Merger, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders after the Merger and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders after the Merger, and (20d) Directors (orat each annual meeting of stockholders after the Merger, if the Corporation’s Certificate directors elected to replace those of Incorporation does not allow that number, sixteen (16) Directors), half of whom a Class whose terms expire at such annual meeting shall be former members elected to hold office until the third succeeding annual meeting after their election and until their respective successors shall have been duly elected and qualified;
(ii) the following persons shall be appointed to the Board as of immediately prior to the effective time of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, Merger and half of whom shall be former members of nominated for re-election and elected to the Board of Directors of United as set forth below:
(other than ▇▇▇a) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) a Class III director and, subject to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that the Board of Directors shall consist of an equal number of Former Rockville Directors and Former United Directors. Following after the expiration of his initial term as a director, for so long as he serves as the Three-Year Period (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration chief executive officer of the Three-Year Period, and the provisions Company or any of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.its Subsidiaries;
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Shear, ▇▇. shall serve as Chairman a Class III director and, after the expiration of his initial term as a director, for one additional three-year term as a Class III director;
(c) three (3) representatives who meet the applicable director independence requirements of The Nasdaq National Market or any other securities exchange on which the securities of the Board Company may be listed from time to time, one (1) of Directors and ▇▇which shall be a Class II director designated by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Shear and two (2) of which shall be Class III directors designated by the Board;
(d) (I) for so long as the WCP Investors retain voting control over at least 50% of the outstanding voting securities of the Company, ▇▇. seven (7) representatives designated by the WCP Investors, four (4) of which shall be Class I directors and three (3) of which shall be Class II directors; and (II) from and after such time as the WCP Investors cease to have voting control over at least 50% of the outstanding voting securities of the Company, such number of directors that, when compared to the authorized number of directors on the Board, is closest to but not less than proportional (which, for the avoidance of doubt, shall mean that the number of representatives shall be rounded up to the next whole number in all cases) to the total number of Stockholder Shares over which the WCP Investors retain voting control relative to the total number of Stockholder Shares then issued and outstanding (it being understand that no reduction in the number of Stockholder Shares over which the WCP Investor retain voting control shall shorten the term of any incumbent director);
(iii) if any director elected by virtue of being designated pursuant to Section 1A(ii) for any reason ceases to serve as Vice Chairman a member of the Board during his or her term of Directors. Ifoffice, during the Three-Year Period, resulting vacancy on the Board shall be filled by a representative designated by the Person(s) entitled to designate such director pursuant to Section 1A(ii); and
(iiv) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman a director shall be removed from the Board only upon the request of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (iiPerson(s) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this entitled to designate such director pursuant to Section 2 may be modified, amended or repealed1A(ii), and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directorsnot otherwise.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Stockholders Agreement (Acadia Healthcare Company, Inc.), Stockholders Agreement (Acadia Healthcare Company, Inc.)
Board Composition. (a) Effective as 1.1 Each of the Effective Time (as defined Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Agreement and Plan Company or its subsidiaries are being elected, such Holder will vote all 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 its shares such that may be ACCBT’s nominees to the contrary, relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Corporation shall consist Company to effect the foregoing in this paragraph.
1.2 Each of twenty (20) Directors (or, if the Corporation’s Certificate Holders who is a shareholder of Incorporation does not allow that number, sixteen (16) Directors), half of whom the Company or who shall be former members a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of Rockville chosen by Rockville their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members nearest whole number) of the Board relevant board or committee. Such Holder additionally undertakes that it shall not vote any of Directors its shares of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who the Company to replace an ACCBT nominee from the board if said replacement will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions composition indicated above. At the request of this Section 2 may be adoptedACCBT, only by a Holder will promptly provide ACCBT with an affirmative irrevocable and unconditional proxy to vote of the Holder's shares at least two-thirds any shareholders' meeting of the full Board of DirectorsCompany to effect the foregoing in this paragraph.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 2 contracts
Sources: Security Holders Agreement (ACCBT Corp.), Security Holders Agreement (Brainstorm Cell Therapeutics Inc)
Board Composition. (a) Effective as Subject to Section 2.04, for a period of 14 days following the Closing, Group shall have the right (but not the obligation) by notice to the Company in writing to require the Company to take all requisite action at the next meeting of the Effective Time Company Board to occur at least 10 Business Days following the delivery of such notice so that the number of members of the Company Board shall be increased by one and at such meeting the Company Board shall appoint the Board Representative to the Company Board (as defined the date of such appointment being the “Appointment Date”). If such a notice is not delivered within 14 days following Closing the right set forth in the Agreement preceding sentence shall lapse. Following the Appointment Date and Plan until the Representation Termination Date, at each annual or special meeting of Mergerstockholders of the Company at which directors are to be elected to the Company Board, dated as of November 14(i) the Company shall nominate the Board Representative for election to the Company Board, 2013, by (ii) the Company Board shall recommend to the Company’s stockholders that they elect the Board Representative to the Company Board and between United Financial Bancorp, Inc. (“United”iii) and Rockville Financial, Inc. (“Rockville”), as the Company Board shall solicit proxies for the Board Representative to the same may be amended extent as it does for any of its other director nominees to the Company Board, in each case of (i) through (iii) in a manner consistent with applicable Law and the Charter and Bylaws of the Company and the governance practices and policies of the Company Board. “Board Representative” shall mean an individual designated by Group in writing from time to time following the Closing; provided that each Board Representative shall (the “Merger Agreement”)i) and notwithstanding any other provision of these Bylaws that may be reasonably acceptable to the contraryCompany and the Governance Committee, (ii) satisfy and comply with the Board of Directors requirements regarding service as a member of the Corporation Company Board provided under applicable Law and the practices and policies of the Company Board applicable generally to its members and provided reasonably in advance to Group, and (iii) agree in writing to submit his or her unconditional resignation promptly upon the occurrence of the Representation Termination Date. Group shall consist inform the Company of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom shall be former members identity of the Board Representative that Group proposes for appointment to the Company Board if and when it exercises its right under the first sentence of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”this Section 2.01(a), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇in writing reasonably in advance of the meeting of the Company Board at which the appointment is to be made, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly provide such additional information as is possible. The placement of specific Former United Directors reasonably requested by class shall be as determined by Unitedthe Company Board, the Governance Committee and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 termsCompany. 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for For the avoidance of doubt, there shall not be more than one Board Representative at any given time. The parties acknowledge and agree that no Board Representative shall at any time serve as the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration chairman of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positionsCompany Board.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract
Sources: Purchase and Sale Agreement (Capital One Financial Corp)
Board Composition. (a) Effective as of the Effective Time Date (as defined in the Agreement and Plan of MergerReorganization, dated as of November 14March 30, 20132009, by and between United Financial BancorpUnion Bankshares Corporation and First Market Bank, Inc. FSB (“United”) and Rockville Financial, Inc. (“RockvilleFMB”), 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 of Directors of the Corporation shall consist be comprised of twenty (20) Directors (orthirteen directors, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which ten shall be former members of the Board of Directors of Rockville the Corporation prior to the Effective Date chosen by Rockville the Corporation prior to the Effective Date (the “Former Rockville UBSH Directors”), including ▇one shall be a former member of the Board of Directors of FMB chosen by the Ukrop Stockholders (as defined in the Registration Rights Agreement, dated as of , 2009 (the “Registration Rights Agreement”), between the Corporation and the persons listed on Schedule A to the Registration Rights Agreement) prior to the Effective Date (the “Ukrop Director”) and one shall be a former member of the Board of Directors of FMB chosen by ▇▇▇▇▇▇ ▇. ▇. Stockholders prior to the Effective Date (the “▇▇▇▇▇▇▇▇▇ Director” and, ▇▇together with the Ukrop Director, and half the “FMB Directors”). The current Chief Executive Officer of whom FMB shall also be former members a member of the Board of Directors of United the Corporation. The UBSH Directors and the FMB Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in a manner as nearly equal as possible.
(other than ▇b) From and after the Effective Date through the third anniversary of the Effective Date, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a UBSH Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining UBSH Directors, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a FMB Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by the Ukrop Stockholders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Stockholders, who will as applicable.
(c) All directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the UBSH Directors shall be replaced considered “UBSH Directors” for purposes of this Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by J. ▇proposal of either the Ukrop Stockholders or the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United (the “Former United Directors”). The Former United Directors and Former Rockville Directors Stockholders shall be apportioned among the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 considered “FMB 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed ” for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positionsSection 9.
(bd) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 9 may be modified, amended or repealed, and any Bylaw By-law provision inconsistent with the provisions of this Section 2 9 may be adopted, only by an affirmative vote of at least twothe FMB Directors. In the event of any inconsistency between any provision of this Section 9 and any other provision of these By-thirds laws or the Corporation’s other constituent documents, the provisions of the full Board of Directorsthis Section 9 are intended to control.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract
Board Composition. (a) Effective as of i. Within 5 days after the Effective Time Date, LIDAK shall take all necessary action to (as defined 1) postpone the 1998 Annual Meeting 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”accordance with this Section 5(c), as the same may be amended from time to time and (the “Merger Agreement”)2) appoint and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, 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 direct ▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, or his nominee and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as members of an AD HOC search committee (the "Search Committee") to identify and recruit within 20 calendar days three independent directors willing to join the LIDAK Board, at least one of whom has significant experience within the pharmaceutical industry (each, an "Independent Nominee"), although the Search Committee shall use its best efforts to identify and recruit Independent Nominees who have significant experience within the pharmaceutical industry. If the Search Committee is unable to reach agreement on three nominees to be reported to the LIDAK Board within the time period specified, within 3 business days after the expiration of such 20 day period the Parties shall jointly retain the ▇, who will be replaced by J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ B. Wiener, retired, who shall select however many nominees to the LIDAK Board are necessary in order that three nominees are reported to the LIDAK Board. Judge Wiener shall select nominees consistent with the Search Committee criteria set forth above in this Section 5(c)(i) chosen by United (and shall not select nominees with familial or material, personal or business relationships with the “Former United Directors”)parties, other directors or nominees, or their respective counsel. Judge Wiener shall, as soon as practicable, after his retention, select and report to the LIDAK Board his nominees. The Former United Directors and Former Rockville Directors cost of retaining Judge Wiener shall be apportioned among borne equally by LIDAK, on the classes one hand, and HealthMed, on the other hand. Any of the Board of Directors as nearly evenly as is possibleParties may nominate persons to be considered by Judge Wiener for selection but Judge Wiener may disregard any such nomination and make his selection in any way he chooses. The placement of specific Former United Directors by class Judge Wiener's decision shall be as determined by United, final and binding on the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in each case subject Parties.
ii. Within 3 business days after the Search Committee and/or Judge Wiener reports to the preceding sentence; provided, however, LIDAK Board that each it has obtained the consent of Messrs. ▇▇▇▇▇▇▇▇ three qualified Independent Nominees to serve on the LIDAK Board and LIDAK has received all information about these individuals and Rutland and ▇▇▇▇▇▇▇▇ shall be placed which is required for inclusion in the class whose term LIDAK supplemental Proxy Statement, LIDAK shall expire file with the SEC and, as promptly as practicable after the SEC has cleared such materials, distribute to its shareholders a supplemental Proxy Statement and proxy presenting for action at the Corporation’s first annual meeting 1998 Annual Meeting containing, along with any other proposals presented by the Board, the following proposals:
(A) The adoption of shareholders following an amendment to Article III of LIDAK's Bylaws expanding the Effective Time authorized number of directors to a minimum of 5 and maximum of 9.
(or special meeting in lieu thereofB) andThe adoption of an amendment to Article III of LIDAK's Bylaws creating three classes of directors, subject with Class I serving an initial term until the 1999 Annual Meeting, Class II serving an initial term until the 2000 Annual Meeting and Class III serving an initial term until the 2001 Annual Meeting, with the initial terms for all classes to satisfaction be followed by full three year terms for each such Class.
(C) The reconstitution of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as election of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contraryfollowing persons, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇as necessary, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place into the following new Section 4Classes:
Appears in 1 contract
Sources: Settlement Agreement (Healthmed Inc)
Board Composition. (ai) Effective as Following the execution of the Effective Time (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 this Agreement”)) and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation and any applicable committees thereof shall consist of twenty (20) Directors (or, 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 ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇take all necessary actions to appoint J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board to serve as a Class III director, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United with a term expiring at the Company’s 2024 annual meeting of stockholders (the “Former United Directors”). The Former United Directors and Former Rockville Directors shall be apportioned among the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 2024 Annual Meeting”), in accordance with the number Charter, the Bylaws and the DGCL. In addition, following the execution of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that this Agreement, 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence Engaged Group shall apply cooperate to such election)jointly identify a candidate (the “Additional Independent Director” and, the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent together with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ M▇. ▇▇▇▇▇▇▇▇, ▇▇the “New Directors”) for appointment to the Board. Any Additional Independent Director candidate shall be subject to the review and approval of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Board, shall be reasonably acceptable to the Engaged Group, and shall (unless waived by the Board) satisfy the Director Criteria. The Additional Independent Director shall serve as Chairman a Class II director of the Board. Following the joint identification of the Additional Independent Director, the Board and any applicable committees thereof shall take all necessary actions to appoint the Additional Independent Director as a member of the Board in accordance with the Charter, the Bylaws and the DGCL. To the extent the Additional Independent Director is appointed to the Board prior to the 2023 Annual Meeting, he or she shall be included on the Company’s slate of Directors director nominees for election at the 2023 Annual Meeting with the other Class II directors, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. the Company shall serve as Vice Chairman solicit proxies in favor of the election of, and otherwise support the election of, the Additional Independent Director in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for election at the 2023 Annual Meeting (provided, that the Additional Independent Director will not be appointed to the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman period beginning on the filing of the Board Company’s definitive proxy statement for the 2023 Annual Meeting with the SEC and ending at the 2023 Annual Meeting). The Nominating Committee’s and the Board’s determination that any candidate is reasonably acceptable to them shall be subject to their review of Directors, then a new Chairman fully completed copy of the Board Company’s standard director & officer questionnaire submitted by the candidate and, if desired by the Nominating Committee or the Board, completion of Directors shall be elected by a majority vote of customary background check with respect to the Former United Directors, or candidate.
(ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve The Board will consist of no more than eleven (11) members as Vice Chairman of the Board of Directors, then a new Vice Chairman conclusion of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors2024 Annual Meeting.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract
Board Composition. (a) Effective as The Company agrees that, at the next regularly scheduled in-person meeting of the Effective Time (as defined Board, which is currently scheduled for March 8, 2012, but in any event no later than the Agreement and Plan date of Mergerthe Annual Meeting, dated as the size of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”) and Rockville Financial, Inc. (“Rockville”), as the same may Board shall be amended from time to time (the “Merger Agreement”)) and notwithstanding any other provision of these Bylaws that may be to the contraryset at nine members, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, 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 appoint ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇▇ as a member of the Board, ▇▇with a term to expire at the 2014 annual meeting of stockholders of the Company (such meeting, including any adjournment or postponement thereof, the “2014 Meeting”), and half of whom shall be former members one member of the Board who currently serves in the class of Directors directors with a term expiring at the 2014 Meeting will be appointed to the class of United directors with a term expiring at the 2013 Annual Meeting of stockholders of the Company.
(other than b) If ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ resigns from the Board prior to the 2014 Meeting, the Raging Capital Fund shall have the right to designate a replacement nominee to be appointed to the Board, to serve with a term expiring at the 2014 Meeting; provided that such replacement designee must be reasonably acceptable to the Board and must qualify as an “independent director” under applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the rules of any stock exchange on which securities of the Company are then listed (▇▇, who will be replaced by J. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United (or any replacement designee appointed to the Board in accordance with this section, the “Former United DirectorsRaging Capital Designee”). The Former United Directors and Former Rockville Directors shall be apportioned among the classes For purposes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by Unitedforegoing sentence, and 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, Company hereby agrees that each of Messrs. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ shall be placed in deemed reasonably acceptable by the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) andBoard, subject to satisfaction his qualifying as an “independent director” as set forth in the immediately preceding sentence and to a customary background investigation conducted at the time of such designation. The rights of the Corporation’s then-existing re-nomination policies and criteria applicable Raging Capital Group pursuant to incumbent directorsthis Section 1(b) shall terminate upon the earlier to occur of (a) the date on which the Raging Capital Fund ceases to own beneficially (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or 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 as amended (the “ThreeExchange Act”)) at least 7.0% of the then-Year Period”outstanding shares of common stock of the Company; and (b) beginning immediately following any Change of Control (as defined below) of the Effective Time Company. A “Change of Control” of the Company means any transaction in which (x) a person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquires, directly or indirectly, securities representing 50% or more of the voting power of the outstanding securities of the Company or properties or assets constituting 50% or more of the consolidated assets of the Company and extending through its subsidiaries or (y) the point Company engages in time any merger, business combination or other similar transaction such that the holders of voting securities of the Company immediately prior to the later transaction do not own at least 50% or more of the Corporation’s third annual meeting voting power 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 securities of the Corporation shall be as determined by a two-thirds vote of resulting entity after the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positionstransaction.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract
Sources: Settlement Agreement (Raging Capital Management, LLC)
Board Composition. (ai) Effective For so long as a Sycamore Appointee is entitled to be designated to the Board, without the prior written consent of Investor, the Board will consist of no more than 13 Persons. Investor, as the holder of all of the outstanding Series B Preferred Stock, shall initially have the right to designate two directors (each, a “Sycamore Appointee”) who shall be appointed to the Board (and the Company shall cause their appointment to the Board) as of the Effective Time (as defined in Closing hereunder. The initial Sycamore Appointees shall be, and 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 Company shall cause 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 contraryappointment of, the Board of Directors of the Corporation shall consist of twenty following: (20A) Directors (or, 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 ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (iB) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or .
(ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman The Company will permit the holders of a majority of the outstanding Series B Preferred Stock to elect such directors to serve on the Board as is provided in the Certificate of DirectorsDesignation. Without limiting the rights and remedies of such holders, then a new Vice Chairman and notwithstanding the provisions of the Board Certificate of Directors shall Designation to the contrary, in the event any Sycamore Appointee is not so elected then, subject to Section 3A(vi), in connection with each meeting of stockholders at which directors are to be elected to serve on the Board, the Company shall take all necessary steps to nominate each Sycamore Appointee then up for election (or such alternative Person(s) who are proposed by Investor (or any member of The Sycamore Group that is a majority vote transferee thereof) and notified to the Company on or prior to any date set forth in the Company’s constituent documents or applicable law for Board nominees) and to use its reasonable best efforts to cause the Board to unanimously recommend that the holders of the Former Rockville Directors.
(c) Until the expiration Series B Preferred Stock of the Three-Year PeriodCompany vote in favor of such Sycamore Appointee for election to the Board. If, for any reason, a candidate designated as a Sycamore Appointee is determined to be unqualified to serve on the Board because such appointment would constitute a breach of the Board’s fiduciary duties or applicable law, Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate an alternative Sycamore Appointee to be so appointed and the provisions of this Section 2 may be modified3A(ii) shall apply, amended mutatis mutandis, to such alternative Sycamore Appointee.
(iii) Each initial Sycamore Appointee will hold his or repealedher office as a director of the Company until the 2015 annual meeting of the stockholders of the Company or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and any Bylaw provision inconsistent qualified in accordance with the provisions of this Section 2 may be adoptedAgreement, only by an affirmative vote of at least two-thirds the Company’s constituent documents and applicable law. Thereafter, each appointed or elected Sycamore Appointee will hold his or her office as a director of the full Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and qualified in accordance with the provisions of Directorsthis Agreement, the Company’s constituent documents and applicable law. If any Sycamore Appointee ceases to serve as a director of the Company for any reason during his or her term, the vacancy created thereby shall be filled, and the Company will use its reasonable best efforts to cause the Board to fill such vacancy, with a replacement designated by Investor (or any member of The Sycamore Group that is a transferee thereof).
4(iv) Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate two Sycamore Appointees pursuant to this Section 3A until such time as the number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is less than 66.67% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. deleting Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate one Sycamore Appointee pursuant to this Section 4 3A until such time as the aggregate number of Article III shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is less than 33.33% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. Thereafter, the right of Investor (or any member of The Sycamore Group that is a transferee thereof) to designate any Sycamore Appointees hereunder shall terminate and Investor (or any member of The Sycamore Group that is a transferee thereof) shall use commercially reasonable efforts to cause any Sycamore Appointees then serving as directors to resign if requested by the Company in writing to do so. In the event that Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate only one Sycamore Appointee in accordance with this Section 3A(iv), Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate which of the two Sycamore Appointees shall remain as the single Sycamore Appointee.
(v) The Company shall provide the same reimbursement of expenses incurred by each Sycamore Appointee, and the same rights and benefits of indemnity to each Sycamore Appointee, as are provided to other non-employee directors on the Board. The Sycamore Appointees shall be provided the same retainers, including meeting fees, and other cash compensation and equity compensation for their service on the Board or any committee thereof, as other non-employee directors on the Board. The Company acknowledges that certain directors (including the Sycamore Appointees) may have certain rights to indemnification, advancement of expenses and/or insurance provided by sources other than the Company (directly or indirectly, including through insurance provided by the Company) with respect to such directors’ association with the Company and its entirety subsidiaries (“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and inserting expense advancement to a director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 3A(v).
(vi) For the avoidance of doubt, (x) any members of the Board elected pursuant to Section 5(a) of the Certificate of Designation shall be deemed to satisfy in its place whole or in part, as applicable, Investor’s right to designate the following new Sycamore Appointee(s) under this Section 4:3A and (y) notwithstanding anything herein to the contrary, other than the initial Sycamore Appointees designated by Investor pursuant to this Section 3A, Investor (or any member of The Sycamore Group that is a transferee thereof) shall not have any right to designate any Sycamore Appointee under this Section 3A if the holders of Series B Preferred Stock shall not have the right to elect a director or directors under the Certificate of Designation.
(vii) Notwithstanding anything to the contrary set forth in this Agreement, the rights and privileges set forth in this Section 3A shall be personal to Investor (and any member of The Sycamore Group that is a transferee thereof) and may not be transferred or assigned to any other Person.
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Board Composition. (a) Effective as of the Effective Time (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”herein), as the same may be amended from time to time (the “Merger Agreement”)) and notwithstanding any other provision of the Articles of Incorporation or these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall consist be comprised of twenty (20) Directors (orthirteen directors, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which seven shall be former members of the Board of Directors of Rockville chosen by Rockville the Corporation prior to the Effective Time (each a “VABK Director” and collectively the “Former Rockville VABK Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom six shall be former members of the Board of Directors of United Fauquier Bankshares, Inc. (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇“FBSS”) chosen by United prior to the Effective Time (each a “FBSS Director” and collectively the “Former United FBSS Directors”). The Former United Directors and Former Rockville Directors shall be apportioned among For the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of September 30, 2020, between the Former Rockville Directors Corporation and Former United Directors shall serve on committees of FBSS, as the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positionssame may be amended from time to time.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding Notwithstanding any other provision of the Articles of Incorporation or these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇from and after the Effective Time through the second anniversary of the Effective Time, ▇▇. all vacancies on the Board of Directors of the Corporation created by the cessation of service of a VABK Director shall serve as Chairman be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining VABK Directors, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of all vacancies on the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman Directors of the Board Corporation created by the cessation of Directors, then service of a new Chairman FBSS Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors shall be elected of the Corporation by a majority vote of the Former United remaining FBSS Directors, as applicable. In the event such majority of the remaining VABK Directors or remaining FBSS Directors, as applicable, determine not to immediately propose a nominee to the nominating committee in order to fill a respective director vacancy, such VABK Directors or FBSS Directors shall provide the Board of Directors of the Corporation with written notice of such determination and the total number of directors of the Corporation set forth in subsection (a) of this Section 2.6 and the total number of VABK Directors or FBSS Directors set forth in subsection (a) of this Section 2.6, as the case may be, shall be reduced to reflect that the vacancy was not immediately filled. Notwithstanding the preceding sentence and any determination by the remaining VABK Directors or FBSS Directors described therein, (i) the right of, and authority granted to, the remaining VABK Directors or remaining FBSS Directors to fill a future vacancy as set forth in the first sentence of this subsection (b) of this Section 2.6 shall not terminate upon such determination, and (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve the remaining VABK Directors or remaining FBSS Directors, as Vice Chairman the case may be, shall, from and after the Effective Time through the second anniversary of the Board of DirectorsEffective Time, then a new Vice Chairman have the right (but not the obligation) to increase the size of the Board of Directors shall be elected by a majority vote of the Former Rockville Corporation for the purpose of appointing additional VABK Directors or FBSS Directors, as applicable, so that the size and composition of the Board of Directors is as set forth in subsection (a) of this Section 2.6 on the date of its adoption.
(c) Until All directors so nominated and appointed or elected to the expiration Board of Directors of the Three-Year PeriodCorporation by proposal of the VABK Directors shall be considered “VABK Directors” for purposes of these Bylaws, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of FBSS Directors shall be considered “FBSS Directors” for purposes of these Bylaws.
(d) From and after the Effective Time through the second anniversary of the Effective Time, the provisions of this Section 2 2.6 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 2.6 may be adopted, only by an affirmative vote of at least two-thirds a majority of the FBSS Directors and a majority of the VABK Directors. This Section 2.6 will automatically terminate and be deemed repealed in full effective as of the second anniversary of the Effective Time without any further action by the Board of Directors.
4Directors of the Corporation. deleting In the event of any inconsistency between any provision of this Section 4 2.6 and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Section 2.6 shall control. Article III in its entirety and inserting in its place II of the following Bylaws of the Continuing Bank shall be amended by adding a new Section 4:2.8 as set forth below.
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Sources: Merger Agreement (Virginia National Bankshares Corp)
Board Composition. Effective at the closing of the sale of the Company's Series B Convertible Preferred Stock to the Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (athe "Purchaser Designees"), as follows: (i) Effective one individual designated by North Run Master Fund, LP (the "North Run Designee"), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the "Deephaven Designee"); and (iii) in the event the Company's cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company's past practice, are less than $15.0 million as of the Effective Time end of a fiscal quarter as reported on the Company's balance sheet included in Form 10-Q or Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number 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 required such that the aggregate number of directors designated pursuant to time this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (the “Merger Agreement”)30%) and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directorsthen sitting board members), half of whom shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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 notwithstanding the foregoing, in no event shall the percentage of Messrs. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the class whose term shall expire at Company. Notwithstanding the Corporation’s first annual meeting of shareholders following the Effective Time foregoing, any individual (or special meeting in lieu thereofindividuals) and, subject to satisfaction of the 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 (or 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 elected to the later of the Corporation’s third annual meeting of shareholders following the Effective Time Board pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (or special meeting in lieu thereof) or the 2017 annual meeting of shareholders (collectively, the “Third Annual Meeting”), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws pursuant to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.
(b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, sections (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman - (iv) of the Permitted Transferee definition) shall be appointed only after reasonable consultation, review and discussion with the Company's board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to be nominated or elected to the Board of Directors, then pursuant to this Agreement by a new Chairman Permitted Transferee pursuant solely to section (v) of the Board of Directors shall Permitted Transferee definition must first be elected by reasonably acceptable to a majority vote of the Former United Directorsexisting directors (excluding the North Run Designee and the Deephaven Designee), who shall not unreasonably withhold or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman delay their approval of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directorssuch individual.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only by an affirmative vote of at least two-thirds of the full Board of Directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract
Board Composition. (a) Effective as of the Effective Time Date (as defined in the First Amended and Restated Agreement and Plan of MergerReorganization, dated as of November 14March 30, 20132009, by between Union Bankshares Corporation and between United Financial BancorpFirst Market Bank, Inc. FSB (“United”) and Rockville Financial, Inc. (“RockvilleFMB”), 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 of Directors of the Corporation shall consist be comprised of twenty (20) Directors (orthirteen directors, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom which ten shall be former members of the Board of Directors of Rockville the Corporation prior to the Effective Date chosen by Rockville the Corporation prior to the Effective Date (the “Former Rockville UBSH Directors”), including ▇one shall be a former member of the Board of Directors of FMB chosen by the Ukrop Stockholders (as defined in the Registration Rights Agreement, dated as of , 2009 (the “Registration Rights Agreement”), between the Corporation and the persons listed on Schedule A to the Registration Rights Agreement) prior to the Effective Date (the “Ukrop Director”) and one shall be a former member of the Board of Directors of FMB chosen by ▇▇▇▇▇▇ ▇. ▇. Stockholders prior to the Effective Date (the “▇▇▇▇▇▇▇▇▇ Director” and, ▇▇together with the Ukrop Director, and half the “FMB Directors”). The current Chief Executive Officer of whom FMB shall also be former members a member of the Board of Directors of United the Corporation. The UBSH Directors and the FMB Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in a manner as nearly equal as possible.
(other than ▇b) From and after the Effective Date through the third anniversary of the Effective Date, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a UBSH Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining UBSH Directors, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a FMB Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by the Ukrop Stockholders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Stockholders, who will as applicable.
(c) All directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the UBSH Directors shall be replaced considered “UBSH Directors” for purposes of this Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by J. ▇proposal of either the Ukrop Stockholders or the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United (the “Former United Directors”). The Former United Directors and Former Rockville Directors Stockholders shall be apportioned among the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and 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. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the 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 (or 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 considered “FMB 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 of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed ” for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positionsSection 9.
(bd) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Board of Directors, then a new Chairman of the Board of Directors shall be elected by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ cannot serve as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.
(c) Until the expiration of the Three-Year Period, the provisions of this Section 2 9 may be modified, amended or repealed, and any Bylaw By-law provision inconsistent with the provisions of this Section 2 9 may be adopted, only by an affirmative vote of at least twothe FMB Directors. In the event of any inconsistency between any provision of this Section 9 and any other provision of these By-thirds laws or the Corporation’s other constituent documents, the provisions of the full Board of Directorsthis Section 9 are intended to control.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
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Sources: Agreement and Plan of Reorganization (Union Bankshares Corp)
Board Composition. (a) Effective as of the Effective Time (as defined in the Agreement and Plan of MergerEach Stockholder agrees to vote, dated as of November 14or cause to be voted, 2013all Shares owned by such Stockholder, by and between United Financial Bancorpor over which such Stockholder has voting control, 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 contraryat all relevant times, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom in whatever manner as shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) 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 nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in necessary to ensure that at each case subject to the preceding sentence; provided, however, that each of Messrs. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of stockholders of the Corporation’s then-existing re-nomination policies and criteria applicable Company at which an election of directors is held or pursuant to incumbent directors, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or 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 written consent 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 stockholders 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 (collectivelyCompany, the “Third Annual Meeting”), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that 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 (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the 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. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions.follows:
(ba) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision Time, to cause the board of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman directors of the Board Company to consist of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇nine (9) members, ▇▇. five (5) of whom shall serve as Vice Chairman be current directors of the Company (each such person, a “PharmAthene Board Designee”), three (3) of Directors. If, during whom shall be the Three-Year Period, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman persons identified in Section 6.13 of the Theraclone Disclosure Schedule (each such person, a “Theraclone Board of Directors, then a new Chairman of Designee”) and the Board of Directors remaining seat shall be elected vacant;
(b) to cause the initial vacancy on the Company’s board of directors to be filled at Closing or as soon as possible thereafter by a nominee (the “Fourth Theraclone Director”) approved by a majority vote of the Former United Directors, or (ii) ▇▇. ▇▇▇▇▇▇▇ canthen-serving Theraclone Board Designees acting in their individual capacities and not serve in their capacities as Vice Chairman of the Board of Directors, then a new Vice Chairman of the Board of Directors shall be elected by a majority vote of the Former Rockville Directors.directors;
(c) Until the expiration to cause one of the ThreePharmAthene Board Designees (the “Resigning PharmAthene Board Designee”) to resign upon the earlier of (i) such time as there has been a full settlement or a final, non-Year Periodappealable resolution of that certain litigation matter between the Company and SIGA Technologies, Inc. (the “Siga Determination Date”) and (ii) the second anniversary of the Closing, but in no event prior to the first anniversary of the Closing (the “Resigning PharmAthene Board Designee Resignation Date”);
(d) to cause all vacancies on the Company’s board of directors created by the cessation of service of any Theraclone Board Designee to be filled by a nominee approved by the remaining Theraclone Board Designees;
(e) to cause all vacancies on the Company’s board of directors created by the cessation of service of any PharmAthene Board Designee to be filled by a nominee approved by the remaining PharmAthene Board Designees;
(f) to cause fifty percent (50%) of the members of all committees of the PharmAthene Board of Directors to be filled by Theraclone Board Designees and where a committee of the PharmAthene Board of Directors is comprised of an odd number of directors, the provisions last director shall be mutually agreed to by the PharmAthene Board Designees and Theraclone Board Designees that are members of this such committee;
(g) to obtain the resignations, or to cause the removal without cause, of the directors identified on Section 2 6.13 of the PharmAthene Disclosure Schedule as of the Closing Date;
(h) to obtain the resignation of the Resigning PharmAthene Board Designee on or before the Resigning PharmAthene Board Designee Resignation Date. The PharmAthene Board Designees, collectively with the Theraclone Board Designees, may each be referred to as a “Designee,” and, collectively, as the “Designees.” The Resigning PharmAthene Board Designee shall be such person as may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 2 may be adopted, only determined by an affirmative vote of at least two-thirds a majority of the full PharmAthene Board of DirectorsDesignees acting in their individual capacities and not in their capacities as directors.
4. deleting Section 4 of Article III in its entirety and inserting in its place the following new Section 4:
Appears in 1 contract