Buyer Board of Directors. After the Effective Time, Buyer will nominate and will use its reasonable best efforts to cause the election of Xxxx Xxxxxxx as a member of the Board of Directors of Buyer.
Buyer Board of Directors. As of the Effective Time, Buyer's Board of Directors shall cause at least one person designated on Schedule 6.10 (the "Designee") to be nominated to Buyer's Board of Directors and shall use its commercially reasonable efforts to cause such Designee to be elected to Buyer's Board of Directors until the earliest to occur of (a) the third anniversary of the Closing Date, (b) the disposition by Questor of 75% of the shares of Buyer Class A Common Stock acquired by Questor pursuant to Article III hereof, or (c) the acquisition by Questor of a Controlling Interest in any person listed on Annex I attached hereto. In furtherance of its obligations under this Section 6.10, Buyer, among other things, shall no later than the Effective Time increase the number of directors on its Board of Directors by one and elect the initial Designee set forth on Schedule 6.10 to the Buyer's Board of Directors.
Buyer Board of Directors. The Board of Directors of BUYER shall enlarge the BUYER's Board of Directors to nine persons and cause four designees of COMPANY to be elected to BUYER's Board of Directors as soon as practicable after the Effective Time and BUYER shall nominate such designees for election at the next subsequent Annual Meeting of BUYER shareholders and shall use its best efforts to cause such COMPANY representatives to be elected at such meeting.
Buyer Board of Directors. The Board of Directors of BUYER shall cause the BUYER's Board of Directors to continue to consist of seven persons and cause two designees of COMPANY ("COMPANY Designees") to be elected to BUYER's Board of Directors as soon as practicable after the Effective Time and BUYER shall nominate such designees for election at the next subsequent Annual Meeting of BUYER shareholders and shall use its best efforts to cause such COMPANY Designees to be elected at such meeting. The COMPANY Designees shall be elected to the Nominating Committee of the Board of Directors so long as they remain Directors of the BUYER. Following the Effective Time, such nominating committee shall be comprised solely of the two Company Designees and one designee of the BUYER. The Nominating Committee shall have the right to nominate two additional members of the Board, which, if necessary, shall be expanded by the full Board to nine members to include such two additional members.
Buyer Board of Directors. On the Closing Date, Buyer shall appoint Wxxxxxx X. Xxxxxx, the Chairman of Bxxxxx, as a member of its Board of Directors.
Buyer Board of Directors. Each Party shall take all reasonable action to ensure that, as soon as practicable following the Closing, but in no event later than 60 days after the Closing, the number of the board of directors of Buyer is established at five (5) and that the following Persons are appointed to serve as directors: (a) Fxxxx X. Xxxxx, Gxxx Xxxxxx, Jxxx Xxxxx and (b) two (2) directors that are not Affiliated with any of the foregoing and who have relevant experience (the “Independent Directors)”, one of whom will be designated by Gxxx Xxxxxx and Jxxx Xxxxx.
Buyer Board of Directors. Buyer agrees that effective as of the Closing Date, Xxxxxx shall be elected by Buyer to serve as an outside director of the Board of Directors of Buyer's wholly-owned subsidiary Journal Broadcast Group, Inc. ("Group") for a term of 5 years and that his benefits as an outside director will include continued health insurance coverage for Xxxxxx and his spouse. Xxxxxx shall pay personally the full premiums for such health insurance coverage charged by Group to qualified beneficiaries entitled to continuation coverage under ERISA ss. 601 et. seq. or Section 4980B of the Internal Revenue Code of 1986, as amended, or any successor statute or regulation.
Buyer Board of Directors. Sellers may, at their option, designate one (1) individual to stand for election to the Board of Directors of Buyer, and Buyer will use its commercially reasonable efforts to have such individual elected.
Buyer Board of Directors. The Buyer shall take all such action as is required to cause the number of members comprising the entire Board of Directors, effective as of the Closing, to be that number of members as shall be designated by the Seller, and to cause such Board of Directors to be composed, effective as of the Closing, of those directors as shall be designated by the Seller (and, with respect to one initial director, as shall be designated by Passen). In addition, the Seller and Passen shall enter into an agreement (the “Voting Agreement”) to vote its shares of the Buyer in favor of such Board of Directors following the Closing, subject to the terms and conditions set forth in the Voting Agreement. The Buyer shall, at the request of the Seller, take all such action as is required to cause its Board of Directors to be a staggered board effective as of the Closing. In addition to the foregoing, Buyer and Seller agree that following the Effective Time, Passen shall be entitled to attend and observe all meetings of the Board of Directors of the Buyer for so long as Passen continues to hold, either directly or indirectly, (i) between the Closing Date and December 31, 2006, at least fifty percent (50%) of his holdings in the Buyer as of the Closing Date and (ii) after December 31, 2006, at least fifty percent (50%) of his holdings in the Buyer as of December 31, 2006.
Buyer Board of Directors. The Stockholders shall have the right to nominate one person to serve on the Board of Directors for a term commencing as of the Closing and expiring in May, 2002, which nomination shall be subject to the approval of the members of such Board as of the Closing. In addition, Willxxx X. Xxxxxxx xxx Melixxx X. Xxxxxxx xxxll each have the right to attend as an observer (if he or she is not on the Board) meetings of Buyer's Board of Directors; provided, however, that each of said persons shall be obligated to maintain in strict confidence any and all confidential and proprietary information of Buyer disclosed to them at any such meeting.
