Board of Directors of the Combined Company. Prior to the Effective Time, Xxxxxx shall take all actions necessary (including by securing and causing to be delivered to Xxxxxx (with evidence thereof provided to L3) the resignations of then-serving directors of the Xxxxxx Board) to cause, in each case, effective as of the Effective Time: (i) the number of directors constituting the full board of directors of the Combined Company (the “Combined Company Board”) to be twelve (12); (ii) the Combined Company Board to be composed of: (A) five (5) directors, who prior to the Effective Time were directors of Xxxxxx (other than the Xxxxxx CEO), designated by Xxxxxx prior to the Effective Time (the “Xxxxxx Designees”); (B) five (5) directors, who prior to the Effective Time were directors of L3 (other than the L3 CEO), designated by L3 prior to the Effective Time (the “L3 Designees”); (C) the Chairman, President and Chief Executive Officer of Xxxxxx as of immediately prior to the Effective Time (the “Xxxxxx CEO” and, together with the Xxxxxx Designees, the “Former Xxxxxx Directors”); and (D) the Chairman, Chief Executive Officer and President of L3 as of immediately prior to the Effective Time (the “L3 CEO” and, together with the L3 Designees, the “Former L3 Directors”); and (iii) all of the Former L3 Directors to be appointed, elected and approved as directors of the Combined Company Board effective as of the Effective Time by a vote of at least a majority of the Xxxxxx Board in office as of immediately prior to the Effective Time. Each of the Xxxxxx Designees and L3 Designees shall meet the independence standards of the NYSE with respect to the Combined Company as of the Effective Time.
Board of Directors of the Combined Company. The parties shall take all actions necessary to ensure that effective immediately following the Effective Time, the Parent Board and its committees shall consist of the members listed on Schedule 5.13 (unless otherwise agreed between the parties in writing prior to the Effective Time), each to be in the class identified on Schedule 5.13 and to hold office from and after the Effective Time until the earliest of appointment of his or her respective successor, resignation or proper removal.
Board of Directors of the Combined Company. The Board of Directors of USWeb will take all actions within its power to cause the Board of Directors of USWeb, effective no later than one day following the Effective Time, to consist of nine persons, seven of whom shall have served on the Board of Directors of USWeb immediately prior to the Effective Time, and two of whom shall have served on the Board of Directors of CKS immediately prior to the Effective Time (including the Chief Executive Officer and the Chief Creative Officer of CKS as of the date of this Agreement). If, prior to the Effective Time, any of the CKS or USWeb designees shall decline or be unable to serve as a CKS or USWeb director, CKS (if such person was designated by CKS) or USWeb (if such person was designated by USWeb) shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to the other party.
Board of Directors of the Combined Company. The Board of Directors of ------------------------------------------ Parent will take all actions necessary to cause the Board of Directors of Parent, immediately after the Effective Time, to consist of 7 persons, 6 of whom shall have served on the Board of Directors of Parent immediately prior to the Effective Time and one of whom shall be Xxxxxx Xxxxx and to cause Xxxxxx Xxxxx to continue to serve as director for a period of two years after the Calculation Date.
Board of Directors of the Combined Company. The Board of Directors of ------------------------------------------ MetaTools will take all actions necessary to cause the Board of Directors of MetaTools, immediately after the Effective Time, to consist of nine (9) persons, three (3) of whom shall be Xxxxxx Xxxxxx, Xxxx Xxxxxx and one (1) additional person to be named by Fractal who shall be reasonably acceptable to MetaTools. If, prior to the Effective Time, Xx. Xxxxxx or Xx. Xxxxxx shall decline or be unable to serve as a Fractal director, Fractal shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to MetaTools.
Board of Directors of the Combined Company. The Board of Directors of KLA will take all actions necessary to cause the Board of Directors of KLA, immediately after the Effective Time, to consist of 12 persons, seven of whom shall have served on the Board of Directors of KLA immediately prior to the Effective Time, and five of whom shall have served on the Board of Directors of Tencor immediately prior to the Effective Time (including Jon X. Xxxxxxxx xxx Lida Xxxxxxx). Xf the five designees of Tencor, one person shall be considered a Class II director, two persons shall be designated Class III directors and two persons shall be designated Class I directors. If, prior to the Effective Time, any of the Tencor or KLA designees shall decline or be unable to serve as a Tencor or KLA director, Tencor (if such person was designated by Tencor) or KLA (if such person was designated by KLA) shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to the other party.
Board of Directors of the Combined Company. According to the Articles of Association of the Combined Company proposed in the Merger Plan, the Combined Company shall have a Board of Directors consisting of a minimum of three (3) and a maximum of eight (8) members. The number of members of the Board of Directors of the Combined Company following the completion of the Merger shall be confirmed and the members of the Board of Directors shall be elected by the Extraordinary General Meeting of Altia resolving on the Merger. Both decisions shall be conditional upon the registration of the execution of the Merger with the Finnish Trade Register, i.e. the Effective Date. The term of such members of the Board of Directors shall commence on the Effective Date and shall expire at the end of the Annual General Meeting of the Combined Company in 2022. As part of its approval of the Merger, the Board of Directors of Altia proposes to the Extraordinary General Meeting of Altia a temporary amendment to the Articles of Association to enable the term of such members of the Board of Directors of the Combined Company to expire at the end of the Annual General Meeting of the Combined Company in 2022. The Shareholders’ Nomination Board of Altia, after consultation with the Nomination Committee of Arcus, proposes to the Extraordinary General Meeting of Altia resolving on the Merger, that the Board of Directors of the Combined Company shall consist of eight (8) members elected by the shareholders and that Xxxxxxx Xxxx Xxxxxxxx, current member of the Board of Directors of Arcus, be conditionally elected as the Chairman of the Board of Directors of the Combined Company, that Xxxxx Xxxxxxx-Harsaae, current member of the Board of Directors of Altia, be conditionally elected as the Vice Chairman of the Board of Directors of the Combined Company, that Xxxxx Xxxx-Kala and Xxxxxxx Xxxxxxxxx, each a current member of the Board of Directors of Altia, be conditionally elected to continue to serve on the Board of Directors of the Combined Company, that Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxx and Xxxx Xxxxx, each a current member of the Board of Directors of Arcus, be conditionally elected as new members of the Board of Directors of the Combined Company, and that Xxxxxxx Xxxxxxxxx be conditionally elected as a new member of the Board of Directors of the Combined Company, all for the term commencing on the Effective Date and expiring at the end of the Annual General Meeting of the Combined Company in 2022. In addition, Xxxxx and Xxxxx will comp...
Board of Directors of the Combined Company. The Board of Directors of Phoenix will take all actions necessary to cause the Board of Directors of Phoenix, immediately after the Effective Time, to consist of six (6) persons, four (4) of whom shall have served on the Board of Directors of Phoenix immediately prior to the Effective Time, and two of whom shall have served on the Board of Directors of Award immediately prior to the Effective Time (including Xxxxxx X. Xxxxx). The two designees of Award shall be designated Class I directors. If, prior to the Effective Time, any of the Award designees shall decline or be unable to serve as a Phoenix director, Award shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to Phoenix.
Board of Directors of the Combined Company. Following completion of the Arrangement, the board of directors of the Combined Company will initially be comprised of eight (8) directors, one (1) of whom will be recommended for appointment by Xxxxxxx and seven (7) of whom will be incumbent directors of OceanaGold. Five of the initial directors of the Combined Company will be independent.
Board of Directors of the Combined Company. The AsiaInfo Board will take all necessary corporate action to cause the AsiaInfo Board, effective on the Closing Date, to consist of nine directors, including four (4) non-independent directors and five (5) independent directors. Upon the Closing, Linkage shall be entitled to designate for appointment two (2) directors to the AsiaInfo Board who held management positions with Linkage, namely Libin Sun and Xxxxx Xxxxx. The other two non-independent directors shall have served on the AsiaInfo Board immediately prior to the Closing Date. In addition, upon the Closing, Linkage will be entitled to designate one (1) director meeting the definition of “independent director” as defined under NASDAQ Rule 5605(a)(2), subject to approval by the Nominating and Corporate Governance Committee of the AsiaInfo Board in accordance with its charter and NASDAQ Rule 5605(e). The other four (4) independent directors shall be appointed by the AsiaInfo Board immediately prior to the Closing Date. Libin Sun will be appointed as an Executive Co-Chairman of the Board, with Xxxxx Xxxx continuing to serve as a Co-Chairman of the Board. Each of the new directors are expected to serve on the AsiaInfo Board for a term of three years (or the remaining portion of such term) as a Class I, Class II and Class III director, respectively (as such terms are defined in the by-laws of AsiaInfo) and may be renominated from time to time by the Nominating and Corporate Governance Committee of the AsiaInfo Board. If, prior to the Closing Date, any of the Linkage nominees shall decline or be unable to serve as a director, Linkage shall be entitled to nominate another director to serve in such Person’s stead, subject to approval by the Nominating and Corporate Governance Committee of the AsiaInfo Board in accordance with its charter and NASDAQ Rule 5605(e).
