Appointment of New Directors. Simultaneously, with the Closing of the transactions contemplated by this Agreement, the existing director(s) of Wireless and Merger Sub shall resign, and shall appoint five persons designated by the Company or the Company Stockholders prior to the Closing Date, to serve as the sole directors of Wireless and the Surviving Corporation of the Merger from and after the Closing Date.
Appointment of New Directors. (1) The Board shall within thirty (30) days add, at a minimum, two (2) new independent directors with community bank experience. The term “independent director” means a person who is not an officer or employee of the Bank, and who is not a director, officer or employee of the Holding Company or its shareholders, or affiliated with any company owned or controlled by its shareholders.
Appointment of New Directors. 19.18.1 The Borrower shall not carry out and shall not allow, without the Facility Administrator’s prior written consent, any actions that may lead to the election and (or) appointment of new directors and/or secretaries of the Obligors, who are legal persons registered and operating under the laws of the Republic of Cyprus and whose shares are pledged under a Pledge, except when the following documents are provided to the Facility Administrator at the same time as the new directors and (or) secretaries of the said Xxxxxxxx are appointed:
(A) in the case of new directors: originals of the following, that are duly signed by the specified directors:
(1) undated letters of resignation; and
(2) letters of authority and undertaking; and
(B) in the case of new secretaries, originals of the following, that are duly signed by the specified secretaries:
(1) undated letter of resignation; and
(2) letter of authority and undertaking; and
(3) undated secretary's confirmation that is addressed to the Department of the Registrar of Companies of Cyprus.
19.18.2 Within 5 (five) Business Days from the date of receipt of a reasonable request of the Facility Administrator, the Borrower shall provide the Facility Administrator with additional information regarding the above-mentioned new directors and/or secretaries regarding their education and (or) relevant experience.
Appointment of New Directors. The Company agrees that the Board of Directors of the Company (the “Board”) will, effective as soon as practicable after the date of this Agreement, following, and subject to, the satisfactory completion of customary background checks and the Company’s standard directors and officers questionnaire, appoint both Xxxxx Xxxxx and Xxxxxxxx Xxxxx (each, a “New Director” and, collectively, the “New Directors”) as a Company director. Simultaneously with the appointment of the New Directors to the Board, the size of the Board will be increased to twelve (12) directors. The Board, based on preliminary information provided by Investor and the New Directors, believes that each New Director (i) qualifies as an “independent director” under the applicable rules of the Nasdaq Global Select Market and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), (ii) satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(i)(iii) hereof) and (iii) has no prior relationship with Investor, its principals (including serving as a nominee on a board of directors with any of Investor’s principals) or any of its Affiliates (as hereinafter defined).
Appointment of New Directors. At the Closing, (i) DED’s designees shall be duly appointed to the Board of Directors of MAMM and (ii) subject to the effectiveness of a Schedule 14F-1 filed with the SC on the Closing Date, Xx. Xxxxxxxxxxxx shall resign as a member of the Board of Directors of MAMM.
Appointment of New Directors. The parties hereto shall procure that Ms. Ping PING, with Mr. Xxxx XX as her alternate, and Mr. Xxx XXXXX, with Mr. Gongquan WANG as his alternate, shall be appointed as additional directors of the Company and Mr. Xxxx XX and Mr. Gongquan WANG shall be appointed as Board observers, effective immediately as of the Closing.
Appointment of New Directors. At closing the directors of Oxford will resign and Oxford will appoint new directors to fulfil the terms of the resigning directors.
Appointment of New Directors. (1) The Board shall within thirty (30) days of the date of this Agreement, identify and provide written notice to the Assistant Deputy Comptroller of a least one (1) new independent director. As used in this paragraph, the term "independent director" means a person who is not: an officer or employee of the Bank; a director, officer or employee of any affiliate of the Bank; a director, officer or employee of any related interest (as that term is defined in 12 C.F.R. Part 215) of any current director; and who is not a relative of any such person described above.
(2) The Board shall comply with the prior notice requirements of 12 U.S.C. § 1831i and 12 C.F.R. § 5.51 when selecting an individual to serve as director of the Bank. This written notice shall be filed pursuant to 12 U.S.C. § 1831i and 12 C.F.R. § 5.51 and contain the information required by 12 C.F.R. § 5.51 (notice forms and instructions in the “Changes in Directors and Senior Executive Officers” and “Background Investigations” booklets of the Comptroller’s Licensing Manual).
(3) If the Board is unable to identify any qualified director candidate(s) and provide the prior written notice required by 12 U.S.C. § 1831i and 12 C.F.R. § 5.51 within thirty (30) days of the date of this Agreement, the Board shall immediately provide the Assistant Deputy Comptroller with a written summary and documentation of its efforts to identify such candidates. Thereafter, the Board shall provide quarterly written reports to the Assistant Deputy Comptroller summarizing and documenting its continuing efforts to identify such candidates.
Appointment of New Directors. (1) The Board shall within ninety (90) days add, at a minimum, 2 new independent directors. The term "independent director" means a person who is not an officer or employee of the Bank, and who is not a director, officer or employee of the Xxxxxx family’s related interests, and who is not a relative.
(2) Prior to appointing any new director, the Bank must provide the Assistant Deputy Comptroller with written notice as required by 12 C.F.R. § 5.51 (notice forms and instructions are in the “Changes in Directors and Senior Executive Officers” booklet of the Comptroller’s
(3) The Assistant Deputy Comptroller shall have the power of veto over the appointment of the proposed new director. However, the failure to exercise such veto power shall not constitute an approval or endorsement of the proposed director.
(4) If the Board is unable to identify any qualified director candidates within ninety (90) days, the Board shall document its efforts to locate such candidates, and notify the Assistant Deputy Comptroller in writing. Thereafter, the Board shall provide monthly reports to the Assistant Deputy Comptroller summarizing its continuing efforts to locate such candidates.
Appointment of New Directors. In connection with the Closing of the transactions contemplated by this Agreement, the existing directors of Norske shall resign, seriatim, and shall appoint Xxxx Xxxxxxx Overstoltz and Xxxxxxx X. Xxxxxx as directors to fill the vacancies created thereby, to serve until the next annual stockholders' meeting of Norske and their successors shall have been elected and qualified.
