Board of Directors of Purchaser. Immediately after the Closing, the Purchaser’s board of directors will consist of five (5) directors. Prior to filing of the Proxy Statement with the SEC, the Purchaser shall have the right to appoint three (3) directors and the Shareholders of the Company shall immediately prior to Closing have the right to appoint up to two (2) directors, effective at Closing. Notwithstanding anything to the contrary, the Company and Purchaser acknowledge and agree that the Board of Directors of Purchaser (and each committee of the Board of Directors when required) shall include (i) a majority of “independent directors” as determined in accordance with the rules of the Nasdaq Stock Market Inc. (“Nasdaq”) and (ii) at least one financial expert as determined in accordance with the rules of Nasdaq and the SEC.
Board of Directors of Purchaser. Immediately after the Closing, the Purchaser Board will consist of seven (7) directors, with six (6) directors identified by the Stockholders’ Representative and one (1) director identified by the Purchaser.
Board of Directors of Purchaser. (a) The parties hereto shall take all actions necessary in accordance with the rules and regulations of the SEC and AMEX, the Purchaser Charter Documents and applicable Laws such that effective as of immediately following the Closing and ending not sooner than March 31, 2010, the Board of Directors of Purchaser shall consist of five (5) members with four (4) of the initial directors nominated by the Stockholders in their discretion (the “Stockholder nominees”) and one (1) of the initial directors nominated by the Purchaser Representatives (the “Purchaser nominee”). The Purchaser nominee and at least two (2) of the Stockholder nominees will be independent directors under SEC and AMEX rules and regulations. Such directors shall upon election satisfy all the requirements of all applicable Laws and of AMEX director independence requirements and the audit committee financial expert requirements of the SEC.
(b) The Stockholders agree, pursuant to the Voting Agreement, that, for a period commencing from the Closing Date and ending not sooner than March 31, 2010, they shall vote all Purchaser Common Stock then owned by them in favor of the persons nominated by Purchaser Representatives.
Board of Directors of Purchaser. (i) On the Closing Date, Purchaser shall appoint Xxxx Xxxxx to its Board of Directors, and shall thereafter cause Xxxx Xxxxx to be included in the annual slate of directors to be proposed by the management of Purchaser until such time as either Purchaser owns less than a majority of the Company Common Stock or Xxxx Xxxxx is no longer the Chief Executive Officer or Chairman of the Board of the Company.
(ii) If, 180 days after the Closing Date, H&F Funds shall own more than 5.25 million Registrable Shares (as defined in the Registration Rights Agreement), upon request of Xxxxxxx & Xxxxxxxx Capital Partners III ("HFCP III"), Purchaser will cause its Board of Directors to be increased by one, and will promptly appoint or cause to be elected as a director of Purchaser a nominee of HFCP III, and shall thereafter cause such nominee (or any successor designated by HFCP III) to be included in the annual slate of directors to be proposed by the management of Purchaser until such time as H&F Funds own less than 5.25 million Registrable Shares.
Board of Directors of Purchaser. Company, in its discretion, is entitled to appoint two members to the Purchaser’s Board of Directors within sixty (60) days after the Effective Date, subject to satisfactory background checks on potential appointments and approval by Purchaser, which approval shall not be unreasonably withheld.
Board of Directors of Purchaser. Effective as of the Effective Date, ------------------------------- the Board of Directors of Purchaser shall take such action as is appropriate (i) to increase the number of members of its Board of Directors to three, and (ii) to fill the vacancies created by each of the foregoing by electing a designee of the Sellers to the Purchaser's Board of Directors.
Board of Directors of Purchaser. Effective immediately after the Closing, (a) Christopher D. Curtis ("Curtis") and Charles C. Cunningham ("Cunningxxx") xxxxx xxxxx xxxo txxxxxxtion agxxxxxxxx xxxxxxxxxxx thexx xxxxxxxive employment agreements with the Purchaser (the "Termination Agreements"), (b) Curtis, Cunningham, and R. Lee Matzig shall resign as members of the Board of Directors of Purcxxxxx xxx Curtis shall resign from all officer positions he holds with the Purxxxxxx and its subsidiaries, and (c) prior to such resignation, the Board of Directors of Purchaser shall take such action as is appropriate to (i) increase the number of directors to five (5) persons and appoint Chrismon, Kenneth W. Brand ("Brand"), Steven W. Troyan ("Troyan"), Sxxxxx X. Xxxxxx ("Hetman"), and Michaex X. Xxxxx ("Xxxin") xx xhe Pxxxxxxxx'x Xxxxx of Xxxxxtors, anx (xx) xxxxxxx Xhrixxxx as Chairman of the Board and President of Purchaser, Brand xx Xxxxx Executive Officer of Purchaser, Troyan as Vice President of Construction of Purchaser, Hetman as Secxxxxxx of Purchaser, and Delin as the Chief Financial Officer and Treasurer of Purchaser.
Board of Directors of Purchaser. Immediately after the Closing, the Purchaser’s board of directors will consist of five (5) directors. Initially and effective at Closing, the Purchaser shall have the right to appoint one member and the Shareholders of the Company shall have the right to appoint up to four (4) members. The board of directors of Purchaser and AHA effective at closing shall be comprised of the persons whose names appear on Schedule 2.7 annexed hereto Notwithstanding anything to the contrary, the Company and Purchaser acknowledge and agree that the Board of Directors of Purchaser (and each committee of the Board of Directors when required ) shall include (i) a majority of “independent directors” as determined in accordance with the rules of the Nasdaq Stock Market Inc. (“Nasdaq”) and (ii) at least one financial expert as determined in accordance with the rules of Nasdaq and the SEC.
Board of Directors of Purchaser. Immediately after the Closing, the Purchaser’s board of directors will consist of seven (7) directors. CMB NV shall have the right to designate one (1) director to serve for two (2) years from the Closing and the Stockholders shall designate two (2) directors (the “Stockholder Designees”). The Stockholders shall select the remaining four (4) directors, subject to the consent of CMB NV, not to be unreasonably withheld, conditioned or delayed, provided that for purposes of this Section 2.6, consent may not be withheld unless a proposed director is not qualified to serve as a member of the board of directors of a public company or does not qualify as an independent director under the Securities Act and the rules of any applicable securities exchange. The parties to this Agreement shall enter into a two (2) year voting agreement (the “Voting Agreement”) in a form agreed to by the parties hereto relating to election of directors of the Purchaser in accordance with the foregoing.
Board of Directors of Purchaser. Immediately after the Closing, the Purchaser’s board of directors will consist of seven (7) directors. Chardan Investments, LLC shall have the right to designate two (2) directors to serve for two (2) years from the Closing and the Company shall designate five (5) directors (the “Shareholder Designees”).
