Board of Directors and Officers of Newco Sample Clauses

Board of Directors and Officers of Newco. Newco Certificate of -------------------------------------------------------------- Incorporation and Bylaws. ------------------------
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Board of Directors and Officers of Newco. (a) At the Effective Time, Newco will have a staggered Board of Directors, consisting of three classes, A, B and C, consisting of three, four and three directors, respectively, with initial terms ending at the annual meeting of Stockholders held in 1999, 2000 and 2001, respectively. At the Effective Time, the directors of Newco shall consist of the current VERITAS directors plus Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxx, nominees of SSI. In addition Xxxxxxx X. Xxxxxxxxxx as an employee of Newco shall also be appointed to the Board. At the Effective Time, Xxxx Xxxxxx shall be the Chairman of the Board of Newco. At the Effective Time, the Class A Directors shall consist of Xxxxxxx X. Xxxxxxx, Xxxxxxxx Xxxxxx and Xxxx Xxxxxx, the Class B Directors shall consist of Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxxxxx and the Class C Directors shall consist of Xxxxxx Xxxxxx, Xxxx van den Bosch and Xxxxxxx X. Xxxxx.
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Board of Directors and Officers of Newco. Merger Sub A and Merger Sub B. (a) At or prior to the Effective Time, each of IPIX and bamboo agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of Newco to be nine persons, including four of the current members of bamboo's Board of Directors (or, if less than four of the current members of bamboo's Board of Directors is available or willing to serve as a director of Belgium after the Effective Time, such replacement directors as may be nominated by the remaining members of bamboo's Board of Directors in accordance with the Bylaws of bamboo) (such four members being referred to as the "bamboo Designees"), (ii) four of IPIX's current directors nominated by IPIX (or, if less than four of the current members of IPIX's Board of Directors are available or willing to serve as a director of bamboo after the Effective Time, such replacement directors as may be nominated by the remaining directors of IPIX (the "IPIX Designees") and (iii) one additional independent director mutually selected by the Chairmen of IPIX and bamboo (the "Joint Designee"). The Joint Designee shall be deemed to be an independent director of Newco if such person is neither a director, officer or employee of bamboo or IPIX or owns, directly or indirectly, more than 3% of the outstanding common stock of Newco after the Effective Time.
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Board of Directors and Officers of Newco. PRA shall be entitled to elect the initial members of the Board of Directors and the initial officers of NEWCO.
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Board of Directors and Officers of Newco. At the Effective Time, the directors of Newco shall be Mark Xxxxxx, Xxel Xxxxxx, Xxsexx Xxxxx, Xxevxx Xxxxxx, Xxed xxx den Bosch, Geofxxxx Xxxxxx xxx Willxxx Xxxxxxx. Xx the Effective Time, the following individuals shall be elected to the following offices of Newco: NAME OFFICE ----------------------- ----------------------------------------------- Mark Xxxxxx President, CEO and Co-Chairman of Board Geofxxxx Xxxxxx Co-Chairman of Board and Executive Vice President Fred xxx den Bosch Senior Vice President, Engineering Petex Xxxxxx Vice President, Marketing Fred Xxxxx Vice President, International and OEM Sales Paul Xxxxxxxxxx Vice President, North American Sales Kennxxx Xxxxxxx Chief Financial Officer and Vice President, Finance Jay Xxxxx Vice President, General Counsel and Secretary
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Related to Board of Directors and Officers of Newco

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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