Certain Governance Matters. (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx
(b) Water Pik will, with respect to the first annual meeting of stockholders of Water Pik held following the Distribution Date, nominate for election and recommend to stockholders the election of Charxxx X. Xxxxxxx, Xx. xxx Jamex X. Xxxx (xx, if either such candidate is unable or unwilling to serve, such other candidate as Messrs. Bozzxxx xxx McClxxxxxx xx the survivor of them shall designate) to serve as a continuing Class I directors of Water Pik.
(c) Water Pik shall take such action from time to time as ATI requests in order to assure that, until the third annual meeting of stockholders of Water Pik following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. Without limiting the generality of the foregoing, if for any reason (including death, resignation or disqualification) there are no directors of Water Pik who are also directors of ATI, Water Pik will immediately take all action requested by ATI to appoint to the Board of Directors of Water Pik such members of the Board of Directors of ATI as ATI shall designate.
Certain Governance Matters. 32 ARTICLE VIII EXCHANGE OF INFORMATION; CONFIDENTIALITY...........................................................32 7.01. Agreement for Exchange of Information; Archives..................................................32 7.02.
Certain Governance Matters. The Company covenants and agrees that it shall not take, and it shall not permit any Subsidiary to take, any of the following actions without a Special Board Approval, and each of the Stockholders shall not cause or permit the Company, or any Subsidiary, to take any of the following actions without such approval:
(a) (i) authorize, issue or sell any Parity Securities or Senior Securities (each as defined in the Certificate of Designations), (ii) other than in connection with Stock Options granted under the Stock Option Plan (and the shares of Common Stock issuable upon exercise of the Stock Options granted thereunder) or upon the conversion of the shares of Preferred Stock into Common Stock, issue or sell any Junior Securities (as defined in the Certificate of Designations), or rights to purchase Junior Securities, that, in the aggregate, would constitute five percent (5%) or more of the Outstanding Equity Securities outstanding on the date of this Agreement, or (iii) grant any Stock Options in excess of the number of Stock Options reserved for grant under the Stock Option Plan (as such number may be adjusted for stock splits, stock distributions and the like);
(b) refinance or amend any existing indebtedness with a principal amount in excess of $10,000,000, other than to fund a repurchase of Preferred Stock or Common Stock and transaction expenses in accordance with Section 4.4(c), 4.5(a) or 4.7 hereof or to fund a redemption of the Preferred Stock pursuant to a "Put Offer" pursuant to the Certificate of Designations;
(c) incur any indebtedness, other than (i) indebtedness for working capital, in an aggregate principal amount of $10,000,000 or less outstanding at any time, (ii) to finance Permitted Acquisitions, (iii) term and revolving indebtedness and letters of credit under the New Bank Facility, (iv) intercompany indebtedness, (v) hedging obligations solely for the purpose of fixing or hedging interest rate, currency rate or commodity price risk, (vi) indebtedness incurred to fund a repurchase of Preferred Stock or Common Stock and transaction expenses in accordance with Section 4.4(c), 4.5(a) or 4.7 hereof or to fund a redemption of the Preferred Stock pursuant to a "Put Offer" pursuant to the Certificate of Designations, (vii) a guarantee of any indebtedness permitted hereby, (viii) indebtedness under the Dividend Promissory Notes as defined in, and on the terms described in, the Stock Purchase Agreement, or (ix) as permitted by Section 4.3(b);
(d) ...
Certain Governance Matters. Subject to licensing and regulatory restrictions, the Board of Directors of PHCR upon consummation of the Merger (the "PHCR Board") shall include X.
Certain Governance Matters. (a) Prior to the Closing Date, Parent shall take all necessary actions to cause Xxxxx X. Xxxxxxxxx and one director of the Company who is selected by the Company and reasonably acceptable to Parent (the “Company Designees”) to be appointed to the board of directors of Parent (the “Parent Board”) immediately following the Effective Time. The Company Designees shall meet the criteria for service on the Parent Board under Applicable Law and NYSE rules and the Corporate Governance Guidelines and any other criteria established by the Parent Board or the Nominating and Governance Committee of the Parent Board for such service that are generally applicable to members of the Parent Board (except that Xxxxx X. Xxxxxxxxx need not be an independent director on the Parent Board).
(b) During the period beginning on the Closing Date and ending on the two (2) year anniversary of the Closing Date, (A) the Surviving Corporation’s headquarters will be located at the Company’s existing headquarters in Irving, Texas, and (B) the Surviving Corporation shall maintain an office in Midland, Texas that is comparable to the Company’s existing office in Midland, Texas. In addition, reference is made to Section 8.12(b) of the Company Disclosure Schedule.
(c) Effective as of the Effective Time, Parent shall appoint Xxxxxxx X. Xxxxx as the Company’s lead representative on the integration and transition team established and maintained by Parent.
Certain Governance Matters. Section 2.1 Acquirer Board of Directors..........................................6 Section 2.2
Certain Governance Matters. SECTION 2.01. Acquiror Name.............................................10 SECTION 2.02. Acquiror Board of Directors...............................10 SECTION 2.03. Transition Committee......................................11 SECTION 2.04. Certificate of Incorporation of the Surviving Corporation...................................11 SECTION 2.05. By-laws of the Surviving Corporation......................11 SECTION 2.06. Directors and Officers of the Surviving Corporation...................................11
Certain Governance Matters. Section 2.1. Name and Trading Symbol 3 Section 2.2. Additional Governance Matters 3 Section 2.3. Organizational Documents; Merger Sub Arrangements 5
Certain Governance Matters. Notwithstanding anything contained in these By-Laws to the contrary, during the period beginning at the Effective Time (as defined below) and ending on the three-year anniversary of the Effective Time, in the event of any conflict between the terms of this Article V and the terms contained elsewhere in these By-Laws, the terms of this Article V shall prevail.
Certain Governance Matters. At or immediately prior to the Effective Time: (a) Parent shall take all requisite action to appoint Xxxx X. van der Wansem as a member of the Parent Board; (b) the Key Employment Agreements shall be in full force and effect and none of the Key Employees shall have notified Parent or the Company of any intention to terminate such Key Employee’s Key Employment Agreement; and (c) Parent shall take all requisite action to amend its by-laws to establish a management executive committee, of which Xxxx X. van der Wansem shall initially be a member.
