Board Approval; Officers Sample Clauses

Board Approval; Officers. Parent will include in the Readmission Document a proposal to amend Parent’s certificate of incorporation to increase the permitted size of the Parent Board from five (5) to eleven (11) (the “Board Proposal”). If the Board Proposal is approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Parent shall appoint Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx, Dxxxxx Xxxxxx and Jxxxx Xxxxxxxxx to fill four (4) of the newly created director positions and Jxx X. Xxxxxxx shall resign as a director such that the Parent Board will be composed of Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx, Dxxxxx Xxxxxx, Jxxxx Xxxxxxxxx, Dxxxxx X. Xxxxx, Exxxxx X. Xxxx and Sxxxxxx X. Xxxxxxxxxx. If the Board Proposal is not approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Sxxxxxx X. Xxxxxxxxxx and Jxx X. Xxxxxxx shall resign as directors and Parent shall appoint Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx and Dxxxxx Xxxxxx to fill the three (3) remaining open director positions such that the Parent Board will be composed of Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx, Dxxxxx Xxxxxx, Dxxxxx X. Xxxxx and Exxxxx X. Xxxx. Parent shall take such actions as are necessary (i) to appoint Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx and Dxxxxx X. Xxxxx to the class of directors of Parent having as near as practicable to a three (3) year term after the Closing Date, (ii) to appoint Dxxxxx Xxxxxx and Exxxxx X. Xxxx to the class of directors of Parent having as near as practicable to a two (2) year term after the Closing Date and (iii) if the Board Proposal is approved, to appoint Jxxxx Xxxxxxxxx and Sxxxxxx X. Xxxxxxxxxx to the class of directors of Parent having as near as practicable to a one (1) year term after the Closing Date. Parent shall take such actions as are necessary to appoint Dxxxxx X. Xxxxxxx, Hxxxxx Xxxxxx and Sxxxxx Xxxx as officers of Parent with the titles set forth in Section 1.5 of this Agreement.
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Related to Board Approval; Officers

  • Board Approval The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.

  • Initial Officers The initial Officers shall take office upon the execution of this Agreement by the Member and shall be: Jose Lynch President Eddie Parades Senior Vice Presidenx xx Xxxxxtions John King Chief Financial Officer Roland Rapp Secretxxx

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Board of Directors; Officers The directors of Sub immediately prior to the Effective Date shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Date shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Additional Officers The Trustees from time to time may appoint such other officers or agents as they may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Trustees may determine.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Executive Officers To the knowledge of the Company, no executive officer or person nominated to become an executive officer of the Company (a) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding minor traffic violations) or (b) is or has been subject to any judgment or order of, the subject of any pending civil or administrative action by the Securities and Exchange Commission or any self-regulatory organization.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

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