Board Changes. The following actions shall be effective immediately following the tenth (10th) day after the Company distributes to its shareholders the Section 14(f) Statement:
3.1 The number of directors constituting the Board shall be increased to eight (8) in accordance with Section 3.2 of the Bylaws of the Company and one of the newly created vacancies shall be assigned to Class II and the other newly created vacancy shall be assigned to Class III in accordance with Article IX of the Company’s Restated Articles of Incorporation.
3.2 The resignations of Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx Xxxxxxx, and Xxxxxx X. Xxxxxx as members of the Board attached as Exhibits A-1 though A-4 and previously tendered to the Company shall become effective in accordance with their terms leaving Xxxxxxxx X. Xxxxxx as the sole remaining incumbent director assigned to Class III and creating four vacancies on the Board in addition to the fifth vacancy previously created by Xxxxx Xxxxxxxxx’x prior resignation as a director effective March 1, 2007 and the sixth and seventh vacancies created by the increase in the size of the Board of directors as described in Section 3.1.
3.3 Each of the seven persons identified on Exhibit B as an “Appointee” (collectively, the “Appointees”) shall be appointed, pursuant to Section 3.10 of the Bylaws of the Company and Section 16-10a-810(1)(c) of the URBCA, to fill the seven vacancies on the Board and serve as directors until the next shareholders’ meeting at which directors are elected and until their respective successors shall be duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company, and each such Appointee shall serve in the class set forth next to his or her name on Exhibit B.
Board Changes. Increasing or decreasing the size of the Board or otherwise changing its composition (other than as expressly permitted under this Article II).
Board Changes. (a) Immediately prior to the Acceptance Time, Messrs. Sxxxxxx Xxxxxx, Cxxxx Xxxxxx and Mxxxxxx Xxxxxx shall resign from the Board of Directors (the “Board Resignations”).
(b) Immediately prior to the Acceptance Time and immediately after the Board Resignations, the Board of Directors, pursuant to Section 3:8 of the Bylaws, shall have elected Mxxx Xxxxx, Sxxxxx Xxxxxx and Bxxxx Xxxxxxx to fill the vacancies in the Board of Directors created by the Board Resignations and shall have elected Mx. Xxxx Xxxxx to serve as Chairman of the Board (the “Board Appointments”).
(g) Paragraph (A) of Annex I is hereby amended and restated to read as follows:
(A) Immediately prior to the expiration of the Offer (as the same may be required to be extended pursuant to the Agreement), there shall have been validly tendered in accordance with the terms of the Offer and not validly withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 66.67% of the Shares then outstanding (the “66.67% Minimum Condition”);”
(h) Annex I is hereby amended to add a new paragraph (J) to read as follows:
Board Changes. The Company is delighted to announce that Xxxxx Xxxxxxx has joined the Board as the Independent Non-Executive Chairman of the Company with immediate effect. Xx Xxxxxxx is a senior partner in a firm of solicitors, Xxxxxxxx Xxxxxxxx LLP, and heads that firm’s Equity Capital Markets team. In addition,
Board Changes. The Company must procure that:
(a) such persons as Apax nominates by notice to the Company no later than 4 Business Days before the Implementation Date and who have provided to the Company a signed consent to act by that time (as well as any other information required to be provided to the Registrar) are appointed as additional directors of each member of the Trade Me Group specified in the notice, on the Implementation Date (by no later than 5:00pm); and
(b) unless otherwise agreed by Apax in writing, each director of each member of the Trade Me Group, other than those appointed in accordance with clause 6.3(a), resigns as a director with effect from the Implementation Date (by no later than 5:00 pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the Trade Me Group other than for accrued but unpaid directors fees and expenses. F or p er so na l u se o nl 3679077 v1 22
Board Changes. The appointment of Xx Xxxxx Xxxxxxx as Managing Director is subject to shareholder approval of the Proposed Acquisition. Xx Xxxxxxx has in excess of 25 years of multi-faceted experience within the mining industry. Key previous roles include: • Executive Director and Vice President of Gold and Base Metals at Saudi Arabian Mining Company • Executive Vice President and Head of International Operations for Goldfields Limited • Chief Executive Officer of Consolidated Minerals Ltd • Chief Operating Office for Xxxxxxx Xxxxxx and Platinum • Head of Origination for Project Finance at Rand Merchant Bank • Mine Manager, Underground Manager and other operational roles in an open cut and underground capacity at Anglo American, Anglo Platinum, Normandy Mines and Mount Isa Mines Terms of Employment: • A base salary of A$360,000 exclusive of statutory superannuation • An options incentive package of 80,600,000 options with an exercise price of A$0.05 and a term of three years from the date of issue will be allotted subject to shareholder approval and the vesting conditions outlined below (MD Options). • Six month notice period for termination applies. 26,866,667 The Company producing at least 20,000 ounces of gold p.a at less than A$1,350/oz AISC over two successive months 26,866,667 The Company producing at an additional 30,000 (i.e. total of 50,000) ounces of gold p.a at less than A$1,350/oz AISC over two successive months 26,866,666 The Company producing at an additional 40,000 (i.e. total of 90,000) ounces of gold p.a at less than A$1,350/oz AISC over two successive months Prior to completion of the Proposed Acquisition, Xx Xxxxxxx will be engaged by and at the cost of Maroon to provide services to the Company in relation to the Projects. Xx Xxxxxx Xxxxxx, the current Managing Director of European Cobalt Ltd is to transition to non-executive director upon completion of the Proposed Acquisition. At this stage no further board changes have been contemplated. Subject to the completion of the transaction and shareholder approval, the Company proposes to change the Company’s name to Mojo Minerals Ltd.
Board Changes. (a) As soon as practicable after the Effective Date for the Ordinary Scheme, Jupiters will use its best endeavours to appoint three nominees of TABCORP to the Jupiters Board and to ensure that all directors of Jupiters, other than the TABCORP nominees, resign.
(b) As soon as practicable after the Effective Date for the Ordinary Scheme, TABCORP will invite and, subject to all necessary Regulatory Approvals having first been obtained, procure the appointment of the TABCORP Invitees to the TABCORP Board.
Board Changes. (a) Conditional upon the Bidder:
(i) declaring the Bid to be free from all Bid Conditions or the Bid otherwise becoming unconditional; and
(ii) having acceptances of at least 50.1% of all Target Shares, the Bidder will have the right to appoint such number of nominees (Nominee Directors) so as to comprise the majority of the Target Board.
(b) The Target is not obliged to appoint Nominee Directors if the Target Board (acting reasonably) concludes that a person nominated to be a Nominee Director is not of good character or repute or has inappropriate experience to be a director of a public company in Australia, in which case the Target must inform the Bidder of this fact and ask for an alternative person to act as a Nominee Director.
(c) Conditional upon the Bidder:
(i) declaring the Bid to be free from all Bid Conditions or the Bid otherwise becoming unconditional;
(ii) having acceptances of at least 90% of all Target Shares;
(iii) the payment of all outstanding Target Director fees; and
(iv) procuring director and officer run off insurance for the Target Directors for a 7 year period, the Target agrees to procure the resignation of all of the Target Directors other than the Nominee Directors.
Board Changes. (a) On the Implementation Date, CCV must, subject to receiving consents to appointment as director from the relevant persons, take all actions necessary to cause the CCV Board to be comprised of the following members:
(i) Xxxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx, Xxxx Xxxxxxxxxxxx and Xxxxxxx X. Stamp (or if any of them are for any reason unwilling or unable to be appointed as a member of the CCV Board, another person nominated in writing by EZCORP);
(ii) Xxxxx Xxxxxx;
(iii) Xxxxxxxx Xxxx (who shall continue to serve as Non-Executive Chairman); and
(iv) Xxxx Xxxxxxx.
(b) On or before the Implementation Date, CCV must use its best endeavours to ensure that, unless otherwise agreed by EZCORP in writing, each member of the CCV Board (other than the Directors appointed in accordance with clauses 5.7(a) above) resigns from the CCV Board effective as of the Implementation Date and acknowledges that the director has no claim against the CCV Group other than for accrued directors fees and expenses.
(c) On or before the Implementation Date, EZCORP must take all action necessary to procure the resignation of the Nominee Directors from the CCV Board so that the CCV Board can be constituted in accordance with clause 5.7(a) above.
Board Changes. (a) The Sellers shall, following the Closing but on the Closing Date, deliver to the Buyer:
(i) signed resignation letters from each of the Resigning Officers effective as of the Closing Date whereby each Resigning Officer resign from the board of directors of the Company and waives all claims against the Company in such Resigning Officer’s capacity as director or officer; and
(ii) a general power of attorney authorizing those individuals designated by the Buyer to represent the Company until new signatories have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket); and
(b) The Buyer shall, following the Closing but on the Closing Date, procure:
(i) that shareholders’ meetings are held (or, in other jurisdictions than Sweden, that equivalent appropriate corporate actions are taken) where the resignations of the Resigning Officers are acknowledged and (if applicable) effectuated; and
(ii) notify the changes to the Swedish Companies Registration Office and, as applicable, to the equivalent thereof in other jurisdictions than Sweden, and procure immediate confirmation of receipt of any notifications made for such purpose and deliver copies thereof to the Sellers.
(c) The Sellers shall deliver to the Buyer on the Closing Date duly executed: (i) addendum to the CEO agreement; (ii) addendums with the Key Employee employment agreements; and (iii) a new employment agreement with the Key Employee Xxxxxxx Xxxxxxx; which shall in all material respects contain market standard non-competition, non-solicitation and intellectual property rights transfer clauses customary for the positions held by each of the Key Employees.
