Board of Directors and Officers of Parent. Parent will take all actions necessary, in consultation with Company, to cause the board of directors of Parent, immediately after the Effective Time, to consist of five members as designated by the Company (the “Company Appointees”) and two independent directors, as designated by the Parent, subject to the consent of Company (not to be unreasonably withheld), in each case prior to the mailing of the Proxy Statement/Prospectus/Information Statement. Prior to the mailing of the Proxy Statement/Prospectus/Information Statement, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the board of directors of Parent effective immediately after the Effective Time; provided, however, the parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent will continue to satisfy applicable securities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent that was not a member of the board of directors of Parent immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreed between Parent and the Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment. The executive officers of Parent immediately after the Effective Time will be designated by the Company (and such individuals will, to the extent reasonably practicable, be identified prior to the Company sending the Information Statement)
Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the board of directors of Parent, immediately after the Effective Time, to consist of the members as determined by Company, it being understood that Parent shall have the right to designate one member. Prior to the mailing of the Proxy Statement, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the board of directors of Parent effective immediately after the Effective Time; provided, however, the parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent will continue to satisfy applicable securities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent that was not a member of the board of directors of Parent immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be determined by Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment.
Board of Directors and Officers of Parent. Exhibit 2.7 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.7 attached hereto shall be substituted in lieu thereof.
Board of Directors and Officers of Parent. Parent shall use its reasonable efforts to appoint the Company's Chief Executive Officer to the Board of Directors of Parent, effective immediately following the Effective Time. The Board of Directors of Parent also shall appoint the Company's Chief Executive Officer as Chief Internet Officer of Parent, effective immediately following the Effective Time.
Board of Directors and Officers of Parent. The parties hereto shall procure that at the Parent Scheme Effective Time, those directors of Parent who shall be designated by Parent shall remain as directors of Parent, each of such directors to hold office in accordance with the applicable provisions of the articles of association of Parent and until their successors shall be elected or appointed and shall duly qualify. After giving effect to the Parent Scheme, the parties hereto shall procure that the officers of Parent shall be the individuals who are the current officers of Parent, each to hold office in accordance with the applicable provisions of the articles of association of Parent and until their respective successors are duly elected or appointed and qualified.
Board of Directors and Officers of Parent. The Board of Directors of Parent shall take all action necessary to elect as of the Effective Time the following persons to the Board of Directors of Parent: (i)
Board of Directors and Officers of Parent. The Board of ----------------------------------------- Directors of Parent shall take all action necessary immediately following the Effective Time to elect the following persons to the Board of Directors of Parent: (i) Xxxxx Xxxx, who shall be assigned to the class of directors whose term of office expires at Parent's first annual meeting of stockholders after the Effective Time, (ii) Xxxxxxx Xxxxxxx, who shall be assigned to the class of directors whose term of office expires at Parent's second annual meeting of stockholders after the Effective Time, and (iii) Xxxxx Xxxx, who shall be assigned to the class of directors whose term of office expires at Parent's third annual meeting of stockholders after the Effective Time. The Board of Directors of Parent also shall appoint Xxxxx Xxxx as Group President of the AmeriSource Services Group and a Corporate Vice President, effective after the Effective Time, to serve in accordance with the provisions of the Parent Certificate, the Parent Bylaws and the provisions of the DGCL.
Board of Directors and Officers of Parent. Within thirty (30) days after the Closing Date, the Parent shall appoint Dxxxxx Xxxx to the Board of Directors of the Parent for the standard term provided to other members of the Board of Directors of Parent; provided, that Mx. Xxxx is willing and able to serve, has consented to serve as a director of the Parent. The right of Mx. Xxxx to serve on the Board of Directors of the Parent shall terminate automatically and forever upon the earlier to occur of the following: (i) the fifth (5th) anniversary after the Closing Date, (ii) such time as the Members and their respective Affiliates collectively own less than five percent (5%) of Parent Common Stock on a fully diluted basis, and (iii) the cessation of Mx. Xxxx’x employment with the Parent or any of its Affiliates due to a termination for cause or a voluntary resignation by Mx. Xxxx without good reason, in each case, only during the one (1) year period commencing after the Closing Date. In the event that Mx. Xxxx is not re-elected to or resigns from the Board of Directors of the Parent, the Board of Directors of the Parent shall consider, and subject to its fiduciary duties, appoint Txx Xxxxx to the Board of Directors for the standard term and subject to the same conditions set forth in items (i) through (iii) in this Section with respect to Mx. Xxxx (substituting Mx. Xxxxx for Mx. Xxxx in item (iii)). In addition, immediately following the Closing, Parent will appoint Txx Xxxxx as an Executive Officer of the Parent on terms mutually acceptable to Parent and Mx. Xxxxx.
Board of Directors and Officers of Parent. As of the Effective Time, (a) the board of directors of Parent shall consist of eight (8) members as follows: Mxxxxxx Xxxxxxx, Axxxx Xxxxxxx, Sxxxx Xxxxxxx, Cxxxx Xxxxx, Mxxxxxx Xxxx, Jxxx Xxxxx, Pxxxx Xxxxxxxxxx and one (1) independent director designated by AGP and Aegis in accordance with the provisions of the PAA, and (b) Pxxxx Xxxxxxxxxx shall be duly appointed as President and Chief Executive Officer of Parent, Bxx Clamp shall be duly appointed as Chief Operating Officer of Parent and Jxxx Xxxxxxxx shall be duly appointed as Chief Financial Officer of Parent.
Board of Directors and Officers of Parent. Parent shall have caused the Parent Board to be constituted as set forth in Section 6.12 and appointed such new officers as set forth in Section 6.12, in each case effective as of Closing.
