Board of Directors; Management. The directors and officers of Company immediately prior to the Reincorporation Effective Time shall be the directors and officers of Company Virginia Sub, each to hold office in accordance with the Company Virginia Sub Articles and Bylaws until their respective successors are duly elected or appointed and qualified.
Board of Directors; Management. The directors and officers of Parent Texas Sub immediately prior to the Third Step Merger Effective Time shall be the directors and officers of the Final Surviving Corporation, each to hold office in accordance with the certificate of formation of the Final Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Board of Directors; Management. From and after the First Effective Time, until duly changed pursuant hereto or in accordance with applicable law, the directors of BANC ONE shall be the directors of Newco, and the officers of BANC ONE shall be the officers of Newco.
Board of Directors; Management. The directors and officers of Liberty immediately prior to the Reincorporation Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Liberty Virginia Bylaws until their respective successors are duly elected or appointed and qualified or their earlier resignation.
Board of Directors; Management. (a) Prior to the First Effective Time, Firstar shall elect a board of directors of Firstar (WI) to be comprised of 32 persons, 18 of whom shall be named by the Board of Directors of Star and 14 of whom shall be named by the Board of Directors of Firstar, and such directors shall be allocated among the three classes of directors in a proportionate manner. From and after the First Effective Time, until duly changed pursuant hereto or in accordance with applicable law, the officers of Firstar shall be the officers of Firstar (WI).
(b) Firstar shall cause all requisite action to be taken so that, at the Effective Time, directors of Firstar (WI) elected pursuant to this Section at the designation of Star and Firstar shall be represented in proportion to the aggregate representation set forth in this Section on all committees of the Board of Directors of Firstar (WI), except that seven designees of Star and five designees of Firstar shall be included on the Executive Committee.
Board of Directors; Management. (a) Each party hereto shall take all such necessary or desirable action within its control to cause the Articles of Association of the Company to provide that the board of directors of the Company (the "Board of Directors") shall be divided into three classes, designated Class I, Class II and Class III and that the term of office of Class I, Class II and Class III directors shall be as follows:
(i) at the first annual general meeting of shareholders following the Closing Date, the term of office of the Class I directors shall expire and the Class I directors nominated for election at such annual general meeting shall be elected for a full term of three years, (ii) at the second annual general meeting of shareholders following the Closing Date, the term of office of the Class II directors shall expire and the Class II directors nominated for election at such annual general meeting shall be elected for a full term of three years and (iii) at the third annual general meeting of shareholders following the Closing Date, the term of office of the Class III directors shall expire and the Class III directors nominated for election at such annual general meeting shall be elected for a full term of three years. None of the parties hereto shall, from the date hereof until the first Business Day following the Company's 2003 Annual General Meeting of Shareholders (the "Governance Period"), take any action to amend or otherwise modify the Company's Articles of Association in a manner inconsistent with the previous sentence.
(b) Until expiration of the Governance Period, each Shareholder shall vote all of its Ordinary Shares and other voting equity interests of the Company, and shall take all other necessary or desirable actions within its control, and the Company shall take all necessary or desirable action within its control, in order to cause (i) the number of directors on the Board of Directors to be nine, (ii) four directors to be nominated by W-CO (each a "W-CO Director"), (iii) three directors to be nominated by the G-CO Group (each a "G-CO Group Director"), (iv) two independent directors to be nominated by W-CO and the G-CO Group collectively (each an "Independent Director"), (v) Class I of the Board of Directors to be comprised of one W-CO Director, one G-CO Group Director and one Independent Director, (vi) Class II of the Board of Directors to be comprised of one W-CO Director, one G-CO Group Director and one Independent Director and (vi) Class III of the Board...
Board of Directors; Management. Prior to the First Effective Time, Firstar shall elect a board of directors of Foxtrot (DE) to be comprised of 14 persons, all of whom shall be named by Firstar, and prior to the Effective Time Firstar shall elect a board of directors of Foxtrot (DE) to be comprised of 32 persons, 18 of whom shall be named by the Board of Directors of Star and 14 of whom shall be named by the Board of Directors of Firstar, and such directors shall be allocated among the three classes of directors in a proportionate manner. From and after the First Effective Time, until duly changed pursuant hereto or in accordance with applicable law, the officers of Foxtrot (DE) shall be the officers of Foxtrot (DE).
Board of Directors; Management. From and after the First Effective Time, until duly changed pursuant hereto or in accordance with the Newco Certificate, the Newco By-Laws or Applicable Laws, the directors of Crompton shall be the directors of Newco, and the officers of Crompton shall be the officers of Newco. At the Effective Time, the directors of Newco shall be as set forth in Section 2.11, and the officers of Newco shall be determined in accordance with Section 2.10.
Board of Directors; Management. From and after the First Effective Time, until duly changed pursuant hereto or in accordance with applicable law, the directors of NGP Merger Sub shall be the directors of the NGP Surviving Corporation, and the officers of NGP Merger Sub shall be the officers of the NGP Surviving Corporation. EXHIBIT F lists the directors and officers of NGP Merger Sub as of the First Effective Time.
Board of Directors; Management. The directors and officers of Firstar immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
