Board Changes Sample Clauses

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

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.

Board Changes. Subject to the Consideration having been paid to the Shareholders in accordance with and subject to the terms of the Scheme, Arvida must procure that: (a) such persons as Stonepeak nominates (by notice to Arvida no later than five Business Days before the Implementation Date) and who have provided to Arvida a signed consent to act by that time are appointed as additional directors of Arvida and/or such other Arvida Group members on the Implementation Date (by no later than 5.00 pm); and (b) unless otherwise agreed by Xxxxxxxxx in writing, each member of the Board and, if requested by Xxxxxxxxx, any director of the other Arvida Group members, other than those appointed in accordance with clause 6.3(a), resigns as a director of Arvida and/or such other Arvida Group member with effect from the Implementation Date and acknowledges in writing that he or she has no claim against any member of the Arvida Group other than for accrued directors fees and expenses.

Board Changes. ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 12

Board Changes. Change the composition of the Board of Directors of the Borrower.

Board Changes. It is proposed that Xx. Xxxxxx Xxxx will be appointed as a non-executive director of the Company in connection with the Acquisition. No other board changes are anticipated in connection with the Acquisition. The proposed timetable in respect of the Acquisition is as follows: ASX announcement of the acquisition 13 November 2023 General Meeting 15 December 2023 Satisfaction (or waiver) of conditions precedent (including due diligence) 19 December 2023 Completion of Acquisition 19 December 2023 Aurum Resources Ltd is an ASX-listed (ASX:AUE) mineral exploration and development company. Aurum has a collection of gold and base metal focused projects from early-stage reconnaissance to mature area exploration projects currently located in Western Australia. The Company’s Xxxxx Find Project is prospective for gold mineralisation and located on structures that host historical gold mines. The Company’s other project is Xxxxx South, another prospective project adjacent to known gold deposits but may also host base metal deposit(s). Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which Aurum operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward- looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by several factors and subject to various uncertainties and contingencies, many of which will be outside Xxxxx’s control. Aurum does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of Aurum, its directors, employees, advisors, or agents, nor any other person, accepts any liability for an...

Board Changes. Subject to the Consideration having been paid to the Scheme Shareholders, the Company must procure that: (a) such persons as the Acquirer nominates by notice to the Company no later than 4 Business Days before the Implementation Date and who have provided to the Company signed consent(s) 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 Tilt Renewables Group specified in the notice, on the Implementation Date (by no later than 5:00pm); and (b) unless otherwise agreed by the Acquirer in writing, each director and secretary (if applicable) of each member of the Tilt Renewables Group, other than those appointed in accordance with clause 6.3(a), resigns as a director or secretary (as applicable) with effect from the Implementation Date (by no later than 5:00pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the Tilt Renewables Group other than for accrued but unpaid directors fees and expenses or under the D&O Run-off Policy.