Actions on or prior to Completion. On or prior to Completion, Xxxxxxx will procure that a meeting of the Glantus Board (or a duly authorised committee of the Glantus Board, including, to the extent required, the Glantus Board) is held at which resolutions are passed (conditional, in each case, on delivery of the Court Order with the Registrar of Companies occurring and the Scheme becoming effective as of the Effective Time) approving:
(a) where the Acquisition is implemented by way of the Scheme, registration of the transfer to Bidco (and/or its nominees) in accordance with the Scheme of the relevant Glantus Shares;
(b) the resignation of such directors of Glantus or any other member of the Glantus Group as Bidco will (in its sole discretion) determine; and
(c) the appointment of such persons as Bidco may nominate as the directors of Glantus or any member of the Glantus Group.
Actions on or prior to Completion. On or prior to Completion, INM shall procure that a meeting of the INM Board (or a duly authorised committee thereof) is held at which resolutions are passed (conditional on registration of the Court Order with the Registrar of Companies occurring and effective as of the Effective Time) approving:
(a) the allotment and issue to Mediahuis (and/or its nominees) in accordance with the Scheme of the number of new shares in the capital of INM provided for in the Scheme;
(b) the resignation of such directors of INM or any other member of the INM Group as Mediahuis shall (in its sole discretion) determine; and
(c) the appointment of such persons as Mediahuis may nominate as the directors of INM or any member of the INM Group.
Actions on or prior to Completion. On or prior to Completion, Target shall procure that a meeting of the Target Board (or a duly authorised committee thereof) is held at which resolutions are passed (conditional on registration of the Court Order with the Registrar of Companies occurring and effective as of the Effective Time) approving:
(a) the allotment and issue to Zoetis and/or Zoetis Bidco (and/or their nominees) in accordance with the Scheme of the number of new shares in the capital of Target provided for in the Scheme;
(b) the removal of such directors of Target or any other member of the target Group as Zoetis shall (in its sole discretion) determine; and
(c) the appointment of such persons as Zoetis may nominate as the directors of Target or any member of the Target Group.
Actions on or prior to Completion. On or prior to Completion, Yew Grove will procure that a meeting of the Yew Grove Board (or a duly authorised committee of the Yew Grove Board) is held at which resolutions are passed (conditional, in each case, on delivery of the Court Order and the minute required by Section 86 of the Act in respect of the Reduction of Capital to the Registrar of Companies occurring and the Scheme becoming effective as of the Effective Time) approving:
(a) where the Acquisition is implemented by way of the Scheme, registration of the transfer to Bidco (and/or its nominees) in accordance with the Scheme of the relevant Yew Grove Shares;
(b) the resignation from the office of director (but not, for the avoidance of doubt, from any executive positions held in Yew Grove) of such directors of Yew Grove or any other member of the Yew Grove Group as Bidco will (in its sole discretion) determine; and
(c) the appointment of such persons as Bidco may nominate as the directors of Yew Grove or any member of the Yew Grove Group.
