Board of Directors of the Company. (a) Promptly upon the purchase of and payment for any Shares by the Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis), the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by the Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company to cause the Parent's designees to be so elected. At such time, the Company shall also cause persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined hereafter) of the Company, and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time (as defined hereafter), the Company shall use all reasonable efforts to have at least two members of the Board of Directors who are neither officers of the Parent or designees, stockholders or affiliates of the Parent. Subject to receipt by the Company from the Parent or the Purchaser of the information referred to in the penultimate sentence of this Section 1.3(a), the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent's designees to be elected to the Company's Board of Directors. The Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule ...
Board of Directors of the Company. (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.
Board of Directors of the Company. (a) So long as a Holder shall hold any shares of Series A Preferred Stock, such Holder shall vote all of its shares of Series A Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder shall be identified in a proxy statement delivered to the Company stockholders in connection with any annual meeting of stockholders or to the Holders in connection with a special meeting of the Holders of Series A Preferred Stock, if such nominees have not been already elected by written consent of the Holders.
Board of Directors of the Company. (1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director of the Company.
Board of Directors of the Company. (a) The Company's Board of Directors shall be initially composed of eleven members. Xxxxxx shall be entitled, but not required, to designate six members (the "Xxxxxx Nominees") of the Board of Directors. Lockheed Xxxxxx shall be entitled, but not required, to designate three members (the "Lockheed Xxxxxx Nominees") of the Board of Directors. In addition, each of Xxxxx and XxXxxxx shall be entitled, but not required, to designate themselves as members of the Board of Directors for so long as they are employees of the Company or
Board of Directors of the Company. (a) At the Effective Date, the Board of Directors shall be composed of eight members. CDP (or any representative thereof designated by CDP) shall be entitled, but not required, to nominate five members to the Board of Directors (collectively, the “CDP Designees”), and DHW (or any representative thereof designated by DHW) shall be entitled, but not required, to nominate two members to the Board of Directors (collectively, the “DHW Designees”).
Board of Directors of the Company. (a) So long as it shall hold any shares of Series A Preferred Stock, Series A Share Equivalents, Series B Preferred Stock, Series B Share Equivalents or Subject Shares, each Holder agrees to vote all of its shares of Series A Preferred Stock, Series A Share Equivalents, Series B Preferred Stock, Series B Share Equivalents or Subject Shares, as applicable, as to which it has voting rights for the election of all directors nominated pursuant to the immediately preceding paragraph hereof. The nominees designated by the Series A Preferred Holders and Series B Preferred Holders shall be identified in a proxy statement delivered to the Company stockholders in connection with an annual or special meeting.
Board of Directors of the Company. Immediately following the acquisition pursuant to the Offer by the Offeror of at least such number of Shares representing at least a majority of the then outstanding Shares, and from time to time thereafter, the Company shall co-operate with the Offeror and upon request, use reasonable efforts subject to the provisions of the CBCA, to secure the resignations of such number of Company directors as may be required to enable the Offeror to designate such number of Directors as is proportionate to the percentage of outstanding shares owned by the Offeror.
Board of Directors of the Company. In the case of the Borrower, exercise its rights with respect to the Company's Board of Directors under Section 1.4 of the Merger Agreement as soon as practicable following the consummation of the Tender Offer.
Board of Directors of the Company. On the Closing Date and subject thereto, the Board of Directors of the Company shall consist of five (5) individuals three (3) of whom shall be designated by the Buyer, Bruker and one (1) additional individual who shall be designated by Bruker. In the event of a Buyer Repurchase Failure, the Buyer’s nominated Directors shall immediately discontinue their services to the Company and terminate their position.
