Board of Directors of Holdco Sample Clauses

Board of Directors of Holdco. At the Effective Time, the Board of Directors of HoldCo shall consist of sixteen directors. Prior to the Effective Time, Orion and Diamond shall each designate directors such that at the Effective Time, the Board of Directors shall be comprised of: (i) the Chair and Chief Executive Officer of Orion as of immediately prior to the Effective Time (who shall be the Chief Executive Officer of HoldCo as of immediately after the Effective Time) and the Independent Lead Director of Orion, who shall be the Orion Co-Lead Director of HoldCo, (ii) the Chairman, Chief Executive Officer and President of Diamond as of immediately prior to the Effective Time (who shall be the Executive Chairman of the Board of Directors of HoldCo as of immediately after the Effective Time) and the Independent Lead Director of Diamond, who shall be the Diamond Co-Lead Director of HoldCo, (iii) six directors, designated by the Board of Orion, each of whom shall be a director of Orion prior to the Effective Time and shall be in addition to (A) the Chair and Chief Executive Officer of Orion and (B) the Independent Lead Director or Orion, in each case as of immediately prior to the Effective Time and (iv) six directors, designated by the Board of Diamond, each of whom shall be a director of Diamond prior to the Effective Time and shall be in addition to the Chairman, Chief Executive Officer and President of Diamond and the Independent Lead Director of Diamond as of immediately prior to the Effective Time; provided that, prior to the Effective Time, in the event that any person designated to serve on the Board of Directors of HoldCo after the Effective Time is unable or unwilling as a result of illness, death, resignation or any other reason, the Board of Directors which designated such person shall designate another of its directors to serve in such person’s place. The parties agree that each of the members of the Board of Directors of HoldCo, other than the Chief Executive Officer of HoldCo and the Executive Chairman of HoldCo, must qualify as an “independent director” under the listing standards of the New York Stock Exchange (the “NYSE”) and the applicable rules of the SEC.
Sample 1
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Board of Directors of Holdco. Prior to the Closing, Holdco will take all action necessary to cause (a) the Board of Directors of Holdco as of the Effective Time to consist of nine (9) members, two (2) of whom shall consist of persons designated by the Board of Directors of QRC (which shall be Xxxxxxx X. Xxxxx III and Xxxx X. Xxxxxx or, if either of them are not able or elect not to serve, another person designated by the Board of Directors of QRC), three (3) of whom shall consist of persons designated by the Conflicts Committee of the Board of Directors of QEGP (which shall be Xxxx Xxxxxxx, Xxxx Xxxxxxxxxx and J. Xxxxxxx XxXxxxxxx or, if any of them are not able or elect not to serve, another person designated by the Conflicts Committee of the Board of Directors of QEGP), three (3) of whom shall consist of persons designated by the Board of Directors of QMGP (which shall be Xxxxxx Xxxxxx, Xxxx X. Xxxxx and Xxxxxx Xxxxxxx or, if any of them are not able or elect not to serve, another person designated by the Conflicts Committee of the Board of Directors of QMGP), and one (1) of whom shall be the principal executive officer of Holdco (which shall be Xxxxx Xxxxxx or, if he is not to be the principal executive officer of Holdco as of the Effective Time, the person designated to be such principal executive officer as of the Effective Time) and (b) Xxxx Xxxxxxx to be designated as the Chairman of the Board of Directors of Holdco (or, if he is not able or elects not to serve, another person designated by the Holdco Board of Directors following the Effective Time). From and after the Closing, each person so designated shall serve as a director of Holdco until such person’s successor shall be elected and qualified or such person’s earlier death, resignation or removal in accordance with the Holdco Charter and the Holdco Bylaws.
Sample 1
Board of Directors of Holdco. Prior to the Second Effective Time, each of the Parent Entities shall take all action necessary to cause the board of directors of HoldCo, as of the Second Effective Time, to be increased by three directors and to cause the persons mutually agreed by the Company and Parent from the current directors of the Company as of the date of this Agreement to be appointed to the board of directors of HoldCo.
Sample 1
Board of Directors of Holdco. (a) The Holdco Board shall have the overall responsibility for managing and supervising the business and affairs of Holdco. The power and authority of the Holdco Board shall be restricted only by the Act and other applicable legislation and the terms of this Agreement, including section 5.7 hereof. (b) At all times a majority of the directors of Holdco and of any committees of the Board shall be Resident Canadians as required by the Act. (c) The Holdco Board shall consist of five directors, comprised of three nominees of TMI and two nominees of Newco (one of whom shall be proposed to the Shareholders by the Investor Group and one of whom shall be proposed to the Shareholders by Motient). Each Shareholder shall be entitled to remove and replace its nominee(s) from time to time as provided in Section 5.3. (d) Three observers, appointed one each by the Investor Group, Motient and the Lead Note Investor, shall be entitled to attend all meetings of the Holdco Board but shall not be entitled to vote. (e) Promptly following execution of this Agreement by the Shareholders, they will convene a special Shareholders’ meeting to elect directors to the Holdco Board in accordance with the provisions of this Agreement. Each Shareholder shall vote its Shares to elect the directors nominated in accordance with this Agreement.
Sample 1
Board of Directors of Holdco. As of the Effective Date (and continuing thereafter in accordance with the Charter) the board of directors of HoldCo. shall consist of seven members appointed as follows: (i) the Secured Lenders shall appoint four members, (ii) the Committee shall appoint one member, (iii) the Secured Lenders and the Committee, on or prior to the Confirmation Date, shall collectively, by mutual consent, appoint one member (the "Independent
Sample 1
Board of Directors of Holdco. (a) Parent and Holdco shall take all such action as may be necessary (i) to cause the number of directors comprising the Holdco Board as of the Effective Time to be increased to seven; (ii) to cause the Persons set forth in Section 6.13(a) of the Company Disclosure Schedule (the “Company Designated Directors”) to be appointed to the Holdco Board as of the Effective Time, to serve until the next annual election of directors of Holdco; and (iii) to cause the Person set forth in Section 6.13(a) of the Parent Disclosure Schedule (the “Parent Designated Director”) to be appointed to the Holdco Board as of the Effective Time, to serve until the next annual election of directors of Holdco. (b) Parent will negotiate in good faith with certain Persons who are current senior executives of Parent and the Company who are expected to become (or continue to be) senior executives of Holdco following the Mergers for such Persons to accept the positions and the terms of employment previously discussed between Parent and the Company.
Sample 1
Board of Directors of Holdco. At the Effective Time, the Board of Directors of HoldCo shall consist of sixteen directors. Prior to the Effective Time, Orion and Diamond shall each designate directors such that at the Effective Time, the Board of Directors shall be comprised of: (i) the Chair and Chief Executive Officer of Orion as of immediately prior to the Effective Time (who shall be the Chief Executive Officer of HoldCo as of immediately after the Effective Time) and the Independent Lead Director of Orion, who shall be the Orion Co-Lead Director of HoldCo, (ii) the Chairman, Chief Executive Officer and President of Diamond as of immediately prior to the Effective Time (who shall be the Executive Chairman of the Board of Directors of HoldCo as of immediately after the Effective Time) and the Independent Lead Director of Diamond, who shall be the Diamond Co-Lead Director of HoldCo,
Sample 1
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Related to Board of Directors of Holdco

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board “Board” means the Board of Directors of the Company.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

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