Change of Board Sample Clauses

Change of Board. Promptly upon the purchase by the Offeror of such number of Company Shares as represents at least 66 2/3% of the then outstanding Company Shares on a fully-diluted basis and from time to time thereafter, the Offeror shall be entitled to designate such number of members of the Board, and any committees thereof, as is proportionate to the percentage of the outstanding Company Shares owned by the Offeror, and the Company shall not frustrate or attempt to frustrate the Offeror's attempts to do so. The Company agrees to cooperate with the Offeror, subject to applicable Laws, to enable the Offeror's designees to be elected or appointed to the Board and to constitute a majority of the Board, including at the request of the Offeror by its best efforts to increase the size of the Board and/or secure the resignations of such number of directors as is necessary for the Offeror's designees to be elected or appointed to the Board.
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Change of Board. In the event of a change in the composition of the Employer's Board of Directors ("Existing Board") resulting in a majority of the present directors of Employer not constituting a majority ("Board Change") and Employee elects within 120 days of said majority change to sever his/her employment with Employer or if Employee is terminated by Employer within 120 days of said Board change, Employee shall be entitled to severance pay equal to one (1) year of Employee's most recent base compensation and one year of continuing medical insurance coverage and all stock options previously granted to Employees shall become fully vest to Employee. Not withstanding the above, directors of Employer who were elected by or on recommendation of Existing Board shall be excluded in determining that a change in the majority of existing Board has taken place.
Change of Board. Promptly upon the purchase by the Purchaser of such number of Exeter Shares as represents at least 50% of the then outstanding Exeter Shares and from time to time thereafter, the Purchaser shall, subject to applicable Laws, designate the members of the Exeter Board, and any committees thereof, and the Company shall not frustrate or attempt to frustrate the Purchaser’s attempts to do so. The Company agrees to cooperate with the Purchaser, subject to applicable Laws, to enable the Purchaser’s designees to be elected or appointed to the Exeter Board and to constitute a majority of the Exeter Board, including at the request of the Purchaser by using its reasonable best efforts to secure the resignations of such number of directors as is necessary for the Purchaser’s designees to be elected or appointed to the Exeter Board or, subject to applicable Law, to increase the size of the Exeter Board as is necessary for the Purchaser’s designees to form the majority of the Exeter Board.
Change of Board. II.1. To appoint [name] as managing director A of the Company as of the moment immediately following the execution of the Deed of Amendment of Articles of Association. II.2. To appoint [Mxxxxx Xxxxx Offermans] as managing director B of the Company as of the moment immediately following the execution of the Deed of Amendment of Articles of Association. II.3. To accept the resignation of Luminis International B.V. as director of the Company as of the moment immediately following the execution of the Deed of Transfer. II.4. To discharge Luminis International B.V. from liability in respect of the performance of his respective management during the financial year concerned to the extent such management appear from the annual report and the adopted annual accounts of the Company or have been otherwise disclosed to the general meeting, without prejudice to the provision of section 2:248 CC. in evidence whereof: this document was signed in the manner set out below. By: Project Speedway – SPA 73 THIS RESOLUTION IS DATED _______________ 2021. The undersigned: Technology In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Nxxxxxxxxxx, Xxxxxxxxxxxxxx 00, Trade Register number 68221126, acting in its capacity as sole shareholder of Studio397 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Nxxxxxxxxxx, Xxxxxxxxxxxxxx 00, Trade Register number 66752973 (the “Company”), and sole person entitled to vote at the Company’s general meeting, whereas:
Change of Board. If, following a redemption in accordance with Section 11.1, the Company fails to redeem over fifty percent (50%) of the Series A Shares requested to be redeemed on the Redemption Date (as defined in the Restated Articles), the provisions regarding the designation of candidates for appointment to the Board provided in Section 8.1 shall automatically be amended to provide that a majority of the directors elected shall be candidates designated exclusively by the holders of the Series A Shares and Ordinary Shares issuable upon conversion of Series A Shares. The shareholders shall be obligated to take timely and necessary action to procure the resignation or removal of any director to be replaced hereunder.
Change of Board. IV.1. To appoint [Motorsport Games Inc.] as managing director A of the Company as of the moment immediately following the execution of the Deed of Amendment of Articles of Association. IV.2. To appoint Mxxxxx Xxxxx Offermans as managing director B of the Company as of the moment immediately following the execution of the Deed of Amendment of Articles of Association. IV.3. To accept the resignation of Luminis International B.V. as director of the Company as of the moment immediately following the execution of the Deed of Transfer. IV.4. To discharge Luminis International B.V. from liability in respect of the performance of his respective management during the financial year concerned to the extent such management appear from the annual report and the adopted annual accounts of the Company or have been otherwise disclosed to the general meeting, without prejudice to the provision of section 2:248 CC. in evidence whereof: this document was signed in the manner set out below. By: Technology in Business B.V. Project Speedway – SPA 75 SCHEDULE 10: NOTARY LETTER The Addressees Date: [two Business Days before Completion] 2021 R.X. Xxxxxxxxx E: rxxx.xxxxxxxxx@xxxxxxxxx.xxx Our ref: 571254 T +00 00 000 0000 F + 30 00 000 0000 Dear Sirs, Madams, Regarding: Transfer of shares in Studio397 B.V. by Technology in Business B.V. to Motorsport Games Inc. (the “Transaction”) 21 INTRODUCTION I am a civil law notary (notaris) with Zuidbroek in Amsterdam. I write this letter in respect of the completion of the Transactions, which is expected to occur on [●] 2021 (the “Scheduled Completion Date”). Certain terms used in this letter are defined in Annex I (Definitions).

Related to Change of Board

  • CHANGE OF T-PIN The Account Holder may change his T-PIN from time to time in accordance with the Bank’s prescribed procedure then prevailing. The Bank shall be entitled, in its reasonable discretion but without liability and without giving any reason, to reject any selection made by the Account Holder as his substituted T-PIN; if the Bank so approves, such substituted T-PIN, shall take effect from the time of receipt by the Bank of such instructions from the Account Holder. The Account Holder shall take all steps not to select such numbers as a substitute T-PIN which may easily be ascertained or otherwise facilitate fraud or forgery.

  • Change of Recommendation (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

  • Change of Control/Change in Management (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor; (iii) The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity Interests of the Borrower; or (iv) The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

  • Change of Shift (a) Where the regular day, afternoon or night shift of an employee is to be changed, the employee shall be given forty-eight (48) hours’ notice of such change. 11.01 (b) If the employee is given less than forty-eight (48) hours’ notice of such shift change, he shall be paid at the rate of time and one-half (1 ½) for the first changed shift worked.

  • Payment for Change of Scope Payment for Change of Scope shall be made in accordance with the payment schedule specified in the Change of Scope Order.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Scope (i) The Authority may, notwithstanding anything to the contrary contained in this Agreement, require the Contractor to make modifications/ alterations to the Works (“Change of Scope”) within a period of six months counted from the Appointed Date. Upon the Authority making its intention known to the Contractor for the specific Change of Scope, be it positive or negative, the Contractor shall submit his proposal for the said Change of Scope involving additional cost or reduction in cost. Any such Change of Scope shall be made and valued in accordance with the provisions of this Article 13. (ii) Provided that any such Change of Scope, excluding major structures (e.g. Major Bridge/ ROB/ RUB/ Flyover/ elevated road of more than 50 m length) may be required and agreed to be executed between the parties beyond the period of six months of the Appointed Date but before expiry of 50% of the original Scheduled Construction Period of the Project Highway, subject to the condition that it shall not entail any claims (e.g. Extension of Time/ Prolongation related claims), against the Authority. (iii) The Change of Scope shall mean the following: (a) change in specifications of any item of Works; (b) omission of any work from the Scope of the Project except under Clause 8.3 (iii); provided that, subject to Clause 13.5, the Authority shall not omit any Work under this Clause in order to get it executed by any other authority; and / or (c) any additional Work, Plant, Materials or services which are not included in the Scope of the Project, including any associated Tests on completion of construction.

  • Change of Schedule (a) (applicable to full-time employees only) Where an employee's schedule is changed by the Hospital with less than twenty-four (24) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (b) (applicable to regular part-time employees only) Where a regular part-time employee's scheduled shift is cancelled by the Hospital with less than twelve (12) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (The following clause related to No Pyramiding will be incorporated into all collective agreements:)

  • Change of Status A part-time employee whose status is altered to full-time will be given credit for seniority and service on the basis of fifteen hundred (1500) paid hours being equivalent to one (1) year of full-time seniority and service and vice-versa. In addition, an employee whose status is so altered will be given credit for hours accumulated since date of last advancement proportionate to a full year. Note: Provisions relating to retention of sick leave credits on transfer to part-time status will be dealt with under the sick leave issue and will not be deleted by this standard language. Similar treatment will apply to provisions on vacation or other credits on transfer.

  • CHANGE OF SPECIFIED OFFICE If any Paying Agent determines to change its specified office it shall give to the Issuer and the Agent written notice of that fact giving the address of the new specified office which shall be in the same city and stating the date on which the change is to take effect, which shall not be less than 45 days after the notice. The Agent (on behalf and at the expense of the Issuer) shall within 15 days of receipt of the notice (unless the appointment of the relevant Paying Agent is to terminate pursuant to clause 20 on or prior to the date of the change) give or cause to be given not more than 45 days' nor less than 30 days' notice of the change to the Noteholders in accordance with the Conditions.

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