Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the Parent Board, immediately after the Effective Time, to consist of seven members, it being understood that (a) Company shall have the right to designate up to five members of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to two members of the Parent Board. Prior to the mailing of the Proxy Statement/Prospectus, 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 Parent Board effective immediately after the Effective Time; provided, however, the Parties acknowledge that so long as Parent remains a public reporting company, the Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and composition, 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 Parent Board that was not a member of the Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreeable to Parent and, within fifteen (15) days of their appointment. The officers of Parent following the Effective Time will be elected by the Parent Board immediately following the Effective Time by the Parent Board as composed under this Section 5.10.
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. 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:
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. (a) 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 seven (7) members, three (3) of which will be appointed by the Parent and shall include Jxxx Xxxxxxxxx as Chairman, one (1) of which will be designated by the lead investor in the Company Pre-Closing Financing, and the remaining three (3) of which shall be appointed by the Company; provided, however, upon the Company’s achievement of the business milestones set forth on Schedule 5.11(a) (the “Milestones”), the Company shall be permitted to nominate additional members. Prior to the mailing of the Proxy Statement/Prospectus, 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 Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment.
(b) Parent will take all actions necessary to cause each of the existing officers of Parent to resign effective as of the Effective Time. The officers of the Company immediately prior to the Effective Time shall be the officers of the Parent as of the Effective Time.
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, effective immediately after the Effective Time, to consist of three individuals designated by the Company in writing one day prior to the Closing Date (the “Company Appointees”) and will, one day prior to the Closing Date, provide executed resignation letters (effective as of the Effective Time) for all current incumbent directors and officers. The officers of Parent immediately after the Effective Time will be appointed by the board of directors in office immediately following the Effective Time.
Board of Directors and Officers of Parent. Parent shall take all actions necessary to cause the board of directors of Parent, immediately after the Effective Time of Merger II, to consist of the persons listed as directors on Schedule 5.10(a) hereto; provided, however, the parties acknowledge that so long as Parent remains a public reporting company, the nominations by Company and Parent hereunder shall allow Parent to comply with such applicable Legal Requirements. The executive officers of Parent immediately after the Effective Time of Merger II shall be the persons listed on Schedule 5.10(b) hereto.
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.
