Board Transition Sample Clauses

Board Transition. (a) Immediately prior to the Closing, (i) the Seller Parties shall cause each Seller Party Representative to resign from OpenTV’s board of directors as of the Closing, and (ii) the Seller Parties shall use commercially reasonable efforts to cause (A) one (1) additional director of OpenTV to resign as of the Closing, and (B) the directors of OpenTV (including the Seller Party Representatives prior to their resignation) to nominate for election and to elect four Persons designated by Kudelski to fill the resulting vacancies so that at least a majority of the board of directors of OpenTV immediately following the Closing shall consist of Persons designated by Kudelski. Notwithstanding the foregoing, if OpenTV determines that the actions contemplated by this Section 5.5(a) should or must be documented prior to the filing and mailing by OpenTV of an information statement pursuant to Rule 14f-1 of the Exchange Act, the Seller Parties will use commercially reasonable efforts to document such actions prior to such filing and mailing, provided, that notwithstanding their earlier documentation, such actions shall be effective only as of the Closing. (b) To the extent that any additional seats on the OpenTV board of directors are or shall become vacant prior to or as of the Closing Date, the Seller Parties shall use commercially reasonable efforts prior to the Closing to cause the remaining directors of OpenTV to nominate for election and to elect Persons designated by the Purchaser to fill such additional vacancies effective as of the Closing. Nothing in Section 5.5(a) or (b) shall prohibit (or require a Seller Party to prohibit) any director of OpenTV, including a Seller Party Representative, from exercising (solely in his or her capacity as a director of OpenTV) fiduciary duties to OpenTV or its shareholders (other than the Seller Parties) under applicable Law; provided further, that nothing in the immediately preceding proviso shall relieve or be deemed to release the Seller Parties from any obligations hereunder that can be performed without causing a Seller Party Representative to violate such fiduciary duties. (c) Following the identification by Kudelski of the Persons designated to fill the vacancies on the OpenTV board of directors and immediately prior to the Closing, the Seller Parties shall execute a nomination and election approval form in a form to be agreed upon the parties within five Business Days after the date of this Agreement, to evidence the Sel...
Sample 1
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Board Transition. All necessary action reasonably satisfactory to Kudelski in compliance with applicable British Virgin Islands law shall be taken immediately prior to the Closing so that Persons designated by Kudelski shall constitute the majority of the board of directors of OpenTV immediately following the Closing and the Liberty Approval shall have been executed and delivered to Kudelski.
Sample 1
Board Transition. Holdings shall conduct a search for three new directors with relevant expertise to its business and shall use its reasonable best efforts to facilitate the selection and appointment of such individuals to its Board of Directors within 90 days after the Closing Date; provided, that, for the avoidance of doubt, the selection and appointment of such individuals shall be in the sole discretion of the Board of Directors. Such new directors shall be “independent” directors within the meaning of Section 301 of the Xxxxxxxx-Xxxxx Act of 2002, the rules promulgated thereunder by the Commission, and the rules of The Nasdaq Stock Market.
Sample 1
Board Transition. Seller shall cause (a) the directors that Seller designated to the board of directors of the Company and AIP, Inc. to resign effective on the Resignation Date, and (b) to be appointed to the board those individuals identified in Schedule 6.2 attached hereto and incorporated herein by this reference as the sole members of the board of directors of the Company and AIP, Inc. effective on the Resignation Date. Seller and Buyer shall cooperate to cause the Company and AIP, Inc. to take all steps reasonably necessary or appropriate to comply with 14(f) of the Exchange Act in connection with this transition and will jointly advance to the Company sufficient cash to enable the Company to pay the costs in connection therewith, which advances will be repaid as soon as possible after the Effective Date.
Sample 1

Related to Board Transition

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Stock Plan Administration Service Providers The Company transfers participant data to Xxxxxx Xxxxxxx, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Participant to receive and trade Shares. The Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Participant’s ability to participate in the Plan.

  • Stock Plan Administration Service Provider The Company transfers the Optionee's Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Optionee's Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Optionee to receive and trade Shares acquired under the Plan. The Optionee will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Optionee’s ability to participate in the Plan.

  • Transition Plan In the event of termination by the LHIN pursuant to this section, the LHIN and the HSP will develop a Transition Plan. The HSP agrees that it will take all actions, and provide all information, required by the LHIN to facilitate the transition of the HSP’s clients.

  • Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Delegation of Services The Administrator may, at its expense, delegate to one or more entities some or all of the services for the Fund for which the Administrator is responsible under this Subcontract. The Administrator will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties or with the Fund. Notwithstanding any delegation pursuant to this paragraph, the Administrator will continue to have responsibility and liability for all such services provided to the Fund under this Subcontract.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Performance; Time Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

  • Labour Management Relations Committee In recognition of the mutual benefits of open communications and on-going consultation between the faculty and the employer, the Labour/Management Relations Committee will meet on a regular basis and have equal representation for the Union and the Employer. The LMRC will serve as an open forum for the free and candid discussion of matters of mutual concern to faculty members and management.

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