Board and Officers. At the Effective Time, the Board of Directors of the Surviving Company (the "Board of Directors") shall be comprised of eleven members (provided, that KCS may add a representative of a Strategic Investor in KCS as a twelfth director) divided into three classes, each class to be as equal in number as practicable, to serve staggered three-year terms. At or promptly following the Effective Time, the Board of Directors shall establish, and appoint the members of, such committees as the Board of Directors deems appropriate, which shall include the committees set forth in Exhibit D to this Agreement. Included in Exhibit D are the names of the members of the respective initial Board of Directors (including those persons designated to be members of the committees of the Board of Directors), and the initial executive officers, of the Surviving Company, and of GTFM and the GTFM Subsidiaries, each to hold office at the Effective Time. Each person identified in Exhibit D to this Agreement shall hold office in accordance with the applicable charter documents and Ancillary Agreements and until the earlier of their resignations or removal as permitted under such charter documents and Ancillary Agreements, or until their respective successors are duly elected and qualified, as the case may be.
Board and Officers. Section 5.01. Board 40 Section 5.02. Required Board Actions 43 Section 5.03. Removal and Resignation 45 Section 5.04. Meetings of the Board 46
Board and Officers. Notwithstanding any other provision to the contrary in this Agreement, except as set forth in the last sentence of Section 5.1(a) or Section 5.4(c), (i) the Managers shall, in their capacity as Managers, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as members of a board of directors of a Delaware corporation; and (ii) each officer of the Company shall, in his or her capacity as such, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as an officer of a Delaware corporation. For the avoidance of doubt, the fiduciary duties described in clause (i) above shall not be limited by the fact that the Board shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith.
Board and Officers. The Shareholders hereby agree that:-
Board and Officers. 2 Section 3.4 Merger Integration Committee...................................3
Board and Officers. Section 4.1. Board 13 Section 4.2. Removal and Resignation 16 Section 4.3. Meetings of the Board 16 Section 4.4. Action Without a Meeting 18 Section 4.5. Reserved Matters 19 Section 4.6. Committees of the Board 19 Section 4.7. Officers; Designation and Election of Officers; Duties 20 Section 4.8. Compliance with Certain Contracts 21 Section 4.9. Control of Conflicted Contracts 21 ARTICLE 5 DUTIES, EXCULPATION AND INDEMNIFICATION Section 5.1. Duties, Exculpation and Indemnification 22 Section 5.2. Other Activities; Business Opportunities 25 ARTICLE 6 ACCOUNTING, TAX, FISCAL AND LEGAL MATTERS Section 6.1. Fiscal Year 26 Section 6.2. Bank Accounts 26 Section 6.3. Books of Account and Other Information 26 Section 6.4. Tax Returns 26 Section 6.5. Tax Status 27 Section 6.6. Allocations 27 Section 6.7. Partnership Representative 33 Section 6.8. Pre-Closing Tax Returns 34 ARTICLE 7 DISTRIBUTIONS Section 7.1. Distributions 35 ARTICLE 8 TRANSFER RESTRICTIONS Section 8.1. Restrictions on Transfers 42 Section 8.2. Investor Member and AT&T Member Transfers 43 Section 8.3. Right of First Offer 44 Section 8.4. Drag-Along Right 46 Section 8.5. Tag-Along Right 52 Section 8.6. Investor Blocker 56 Section 8.7. AT&T HoldCo 56 Section 8.8. Additional Members 57 Section 8.9. Termination of Member Status 58 Section 8.10. Void Transfers 59 Section 8.11. Fair Market Value 59 Section 8.12. Securities Contract 60 Section 8.13. Consideration 60 Section 8.14. Spectrum 61 ARTICLE 9 EXIT PROVISIONS Section 9.1. Qualified IPO 61 Section 9.2. Qualified IPO Structure 63 Section 9.3. Redemption of Junior Preferred Units and Common Catch-Up Units 66 Section 9.4. [Reserved.] 66 Section 9.5. Void Transfers 66 Section 9.6. Registration Rights 67 Section 9.7. Exit Events Expenses 67 ARTICLE 10 COVENANTS Section 10.1. Confidentiality 67 Section 10.2. Compliance Matters 69 Section 10.3. Additional Tax Covenants and Representation 70 Section 10.4. Tax-Efficient Exit 70 Section 10.5. Other Exit Provisions 71 Section 10.6. Target Total Leverage Ratio 71 Section 10.7. Litigation 71 Section 10.8. Publicity 72 Section 10.9. Exit Updates and Documentation 72 Section 10.10. NFL Sunday Ticket Payments 72 Section 10.11. Investor Member Expense Reimbursement 72 ARTICLE 11 INFORMATION RIGHTS; FINANCIAL REPORTING Section 11.1. Financial and Other Information 73 Section 11.2. Certain Other Provisions Regarding Financial Reporting 74 Section 11.3. Access to Management Personnel and Information 74 Section 11.4. L...
Board and Officers. The board of directors of Merger Sub immediately prior to the Effective Time shall be the initial board of directors of the Surviving Company, each to hold office in accordance with the certificate of formation and Limited Liability Company Agreement of the Surviving Company until the earlier of their resignation or removal, or until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Company, each to hold office in accordance with the certificate of formation and Limited Liability Company Agreement of the Surviving Company until the earlier of their resignation or removal, or until their respective successors are duly elected and qualified, as the case may be.
Board and Officers
