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. (b) At the Effective Time, Newco's Board of Directors shall establish a nominating committee (the "NOMINATING COMMITTEE"), which shall include four members, of whom two shall be former directors of IPIX (which two members shall be designated by Mr. Xxxxxxxx xx Chairman of bamboo after the Effective Time) and two shall be directors who were members of the Board of directors of bamboo (which two members shall be designated by Mr. XxXxxxx xx Vice Chairman of bamboo after the Effective Time) prior to the Effective Time. The Nominating Committee shall use its best efforts to make nominations so as to preserve the proportion of directors of each of bamboo and IPIX for a period of two years from the Effective Time as described in this Section 1.06. (c) Prior to the Effective Time, IPIX shall take all necessary action to assure that the four IPIX Designees and the Joint Designee shall be appointed to the Board of Directors of IPIX, and shall be directors of IPIX at the Effective Time. (d) The four IPIX Designees, the four bamboo Designees and the Joint Designee shall be appointed to the three classes of ...
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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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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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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.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • 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 of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • 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.

  • 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 All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

  • 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.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Indemnification of the 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 agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

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