Acquiror Board of Directors Sample Clauses

Acquiror Board of Directors. At or before the Effective Time, the Board of Directors of Acquiror will take all action necessary to cause the number of directors constituting the Acquiror Board of Directors to be fixed at nine directors and to elect the Chief Executive Officer of the Company and three independent directors (as defined in National Association of Securities Dealers Rule 4200(a)(13)) designated by the Company Board to the Acquiror Board. In addition, at the next annual meeting of Acquiror's stockholders held after the Effective Time, Acquiror shall cause to be nominated, and Acquiror shall undertake its commercially reasonable efforts to cause to be elected: (i) the Chief Executive Officer of the Company as a Class II director, to serve until the annual meeting of the Acquiror Stockholders in 2003; (ii) two of such independent directors designated by the Company Board, as Class I directors, to serve until the annual meeting of the Acquiror's Stockholders in 2002; and (iii) the other such independent director designated by the Company Board as a Class III director, to serve until the annual meeting of the Acquiror Stockholders in 2001.
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Acquiror Board of Directors. The Parties shall use commercially reasonable efforts to ensure that the individuals listed on Schedule 8.10 and the other persons identified by the applicable Party following the date hereof are elected and appointed as directors of Acquiror effective at the Closing; provided, that any such individuals not listed on Schedule 8.10 shall be identified as promptly as practicable following the date hereof (but in no event later than the date on which the Proxy Statement is filed with the SEC).
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Acquiror Board of Directors. As of the Effective Time, Acquiror shall take all necessary corporate action to appoint Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx to the Board of Directors of Acquiror.
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Acquiror Board of Directors. Acquiror shall take all steps necessary to cause the appointment as of the Effective Time of Robexx X. Xxxx xx the Board of Directors of Acquiror, or such other person as shall be selected prior to the Effective Time by the Company Board of Trust Managers and as shall be acceptable to Acquiror.
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Acquiror Board of Directors. Acquiror shall, subject to the fiduciary and other legal duties of the Supervisory Board of Acquiror under Dutch Law, nominate one of the current independent, non-management members of the Company Board and who is selected by Acquiror for election to the Supervisory Board of Acquiror at the first annual meeting of shareholders of Acquiror held after the Effective Time (or at the first special meeting of shareholders of Acquiror held after the Effective Time provided that Acquiror shall have no obligation to call such a special meeting for the sole purpose of electing a new member of the Supervisory Board as set forth herein).
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Acquiror Board of Directors. (a) At the Effective Time, Acquiror shall cause the Board of Directors of Acquiror to consist of not more than 19 directors, up to 13 of whom shall be the directors of Acquiror prior to the Effective Time and six of whom shall be directors designated prior to the Effective Time by the Company reasonably acceptable to Acquiror (of whom two shall be Persons who immediately prior to the Effective Time were directors and executive officers of the Company and four shall be Persons who immediately prior to the Effective Time were directors but not executive officers of the Company) (the "Company Board Designees"). Prior to the Effective Time, the Board of Directors of Acquiror shall take all action necessary to amend the by-laws of Acquiror to increase the size of the Board of Directors of Acquiror to not more than 19 and to elect the Company Board Designees to the Board of Directors of Acquiror, in each case as of the Effective Time. (b) The Board of Directors of Acquiror shall take all action necessary to cause Mr. Lucio A. Noto to be elected as Vice Chairman of the Board of Dxxxxxxxx xx Acquiror as of the Effective Time. (c) Acquiror shall cause there to be at least one Company Board Designee on each of the Audit Committee and Compensation Committee of the Board of Directors of Acquiror as of the Effective Time. (d) If the Effective Time occurs on a date which is less than nine months before the next regularly scheduled annual meeting of stockholders of Acquiror, Acquiror further agrees to use all reasonable efforts necessary to (i) nominate the Company Board Designees for election as directors, (ii) elect Mr. Lucio A. Noto as Vice Chairman of the Board of Directors of Acxxxxxx, xxx (iii) cause at least one Company Board Designee to be on each of the Audit Committee and Compensation Committee of the Board of Directors of Acquiror, in each case in connection with and as of such next regularly scheduled annual meeting.
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Acquiror Board of Directors. Acquiror shall take all requisite action to increase the size of the Board of Directors of Acquiror to 13 members and shall cause three individuals (one of which shall be Dr. Gx Xx, the Chief Executive Officer of the Company) designated in writing by the Company to be appointed to the Board of Directors of Acquiror, in each case effective at the Effective Time; provided that if the Corporate Governance and Nominating Committee of the Board of Directors of Acquiror determines in good faith that any such individual does not meet the director qualification requirements set forth in Acquiror’s bylaws, corporate governance guidelines or such committee’s charter, as applied generally to director-nominees of Acquiror, then Acquiror shall not be required to appoint such individual to the Board of Directors of Acquiror, and the Company shall be entitled to designate a replacement to be appointed, subject to this proviso. In connection with the two annual stockholders’ meetings of Acquiror following the Effective Time, Acquiror shall cause each such individual (subject to his or her consent) to be included in Acquiror’s proxy statement as part of the “management slate” and recommended for election to the Board of Directors of Acquiror; provided that if the Corporate Governance and Nominating Committee of the Board of Directors of Acquiror determines in good faith that one or more of such individuals does not meet the director qualification requirements set forth in Acquiror’s bylaws, corporate governance guidelines or such committee’s charter, as applied to all other director-nominees of Acquiror, or if one or more of such individuals is unable or unwilling to serve as a member of the Board of Directors of Acquiror, then such individual(s) shall not be included in such proxy statement as part of the “management slate”, Acquiror shall so notify Dr. Gx Xx, and he shall be entitled to designate one or more replacement nominees, as the case may be, to be included, subject to this proviso, in such proxy statement as part of the “management slate”.
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Acquiror Board of Directors. Until the first anniversary of the Closing Date, (i) the board of directors of Acquiror (the “Acquiror Board”) shall consist of at least five (5) seats, (ii) the Transferors’ Representative (on behalf of the Transferors) shall have the right to designate individuals (the “Transferors’ Designees”) to fill two (2) seats on the Acquiror Board (which Transferors’ Designees shall initially be Xxxxx Xxxx and Xxxxxx Xxxxx), (iii) two (2) seats on the Acquiror Board shall be occupied by independent directors unaffiliated with the Company, Acquiror or Parent (except for such director’s position on the Acquiror Board), (iv) one (1) seat on the Acquiror Board shall initially be occupied by Xxxx Xxxxxx and (v) Parent shall take all actions reasonably necessary in its capacity as a shareholder of Acquiror to effectuate the foregoing clauses (i) – (v) (including voting its shares in Acquiror or taking action by written consent to effect such appointments), including by appointing the Transferors’ Designees to the Acquiror Board; provided, however, that Parent may elect not to appoint a Transferors’ Designee if such Transferors’ Designee’s serving on the Acquiror Board would violate applicable Law or the rules and regulations of the OTC Pink market.
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Acquiror Board of Directors. (a) Concurrent with the Closing, Acquiror's Board of Directors shall consist of seven members. Those members shall be: (i) one member appointed by Andrew, Alexander, Wise & Company, Incorporated, subject to the consent of P2i, whose consent shall not be withheld without good and sufficient cause and cannot be unreasonably withheld; (ii) one member appointed by the former principal shareholders of Suncoast Automation, Inc., as determined in the stock exchange agreement by and among Protosource Corporation, Suncoast Automation, Inc., and the shareholders of Suncoast Automation, Inc. (the "Suncoast Aquiror Board Seat"); (iii) Peter Wardle (the "Wardle Board Seat"); (iv) Thomas Buterx (xxx "Xxxxra Boarx Xxxx"); and (v) three mexxxxx xxxxxxxed by axxxxxxnt of Mssrs. Wardle and Butera (the "Wardle/Butera Board Seats"), which members mxxx xx indexxxxxxt and nxx-xxxcxxxxxx of the Acquiror or an affiliate of the Acquiror. (b) Subject to execution under Section 3.3(c), upon the expiration of the agreement whereby the shareholders of Suncoast Automation appoint a member to the Board of Directors, as set forth in Section 5.14(a)(2) above, Mssrs. Wardle and Butera shall be entitled to appoint by agreement a board xxxxxxor to xxxxxce the Suncoast director (the "Fourth Wardle/Butera Board Seat").
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Related to Acquiror Board of Directors

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

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