Board Reconstitution Sample Clauses

Board Reconstitution. Subject to the approval of the TSXV and confirmation such Persons are eligible to act as directors pursuant to applicable Laws, as of the Effective Time, enCore and Xxxxxx agree that the directors of enCore will consist of:
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Board Reconstitution. GameSquare shall have received evidence satisfactory to it, acting reasonably, that the actions required to be taken by Engine Gaming pursuant to Section 4.7 [Governance] with effect as at and from the Effective Time shall have been taken by Engine Gaming.
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Board Reconstitution. The Company shall take any and all actions necessary on its part (including obtaining the resignation of directors) to cause the directors comprising the full Board of Directors from and after the Closing, (i) to consist of four directors elected by the holders of Common Stock in three classes as follows: Xxxxxx Xxxxxxxxxx to serve as a director of the Company for a term starting at the time that the Restated Charter becomes effective and expiring at the annual meeting of stockholders to be held in 2007, Xxxxx Xxxxxxx to serve as a director of the Company for a term starting at the time that the Restated Charter becomes effective and expiring at the annual meeting of stockholders to be held in 2008 and Xxxxxxx X. Xxxxxxxx and Xxxx X. Icahn to serve as directors of the Company for a term starting at the time that the Restated Charter becomes effective and expiring at the annual meeting of stockholders to be held in 2009, (ii) three directors elected by holders of Series A-1 Preferred Stock and (iii) three directors elected by holders of Series A-2 Preferred Stock, consistent with the Restated Charter, the Restated By-Laws and the Certificate of Designation (the “Board Reconstitution”).
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Board Reconstitution. Prior to or simultaneous with the Closing, three of the Company’s seven incumbent directors shall have resigned from the Board and the size of the Board shall be fixed at eight directors, including the non-voting position of “Chairman Emeritus” which shall be held by the incumbent Chairman of the Board for one year from the Closing Date, after which time such position shall cease to exist and the size of the Board shall be fixed at seven directors. The four remaining incumbent members of the Board, which shall include the Company’s chief executive officer, are referred to herein as the “Incumbent Directors.” Simultaneous with the Closing, the Board shall fill the remaining three vacancies on the Board with three nominees nominated by HTI (the “HTI Nominees”). Within 90 days following the Closing Date, the Board shall cause one of the Incumbent Directors, other than the Company’s chief executive officer, to resign and shall replace such Incumbent Director with a nominee who is mutually acceptable to HTI and the Incumbent Directors (such director, the “Joint Director”), who is “independent” as such term is defined under the Nasdaq Listing Rules and the SEC rules applicable to audit committees, and who has knowledge of the Company’s industry. HTI and the Incumbent Directors shall cooperate in good faith in the identification and selection of the Joint Director. If the Joint Director has not been elected to the Board within 90 days following the Closing Date, the size of the Board shall be increased by one position, and HTI shall have the right to designate an additional director to fill such position; provided, however, that upon the election of the Joint Director in accordance with this section, HTI shall cause such additional director to resign and the size of the Board shall be reduced to seven directors. The composition of the Board and the committees of the Board as described herein (the “Board Reconstitution”) shall comply in all respects with applicable Nasdaq Listing Rules.
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Board Reconstitution. The Company shall have effectuated the Board Reconstitution;
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Board Reconstitution. LAC shall ensure that, with effect as of and from the Closing, the Board shall be reconstituted to consist of 10 individuals, one (1) of whom shall be a nominee of BCPI who shall be appointed to the Board and not more than one (1) of whom may be a nominee of Ganfeng.
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Board Reconstitution. The Board Reconstitution has been duly and validly approved by the Board of Directors and no other corporate proceedings on the part of the Company are necessary to approve each Board Reconstitution.
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Board Reconstitution. BCCO shall appoint four directors, all of whom shall be nominees of TripSitter, to its board of directors.
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Board Reconstitution. At any time after the Record Date, RIL shall cause the Board of Directors of each of the Resulting Companies to be reconstituted in such manner as is agreed between each Resulting Company and Xxxx X. Xxxxxx and thereupon each of the Resulting Companies shall be controlled and managed by Xxxx Xxxx X.
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Related to Board Reconstitution

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

  • DISSOLUTION, LIQUIDATION AND MERGER 51 Section 9.1. Dissolution upon Expiration Date......................................................51 Section 9.2.

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

  • Consolidation; Merger The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

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