Common use of Change of Board Clause in Contracts

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.

Appears in 2 contracts

Samples: Acquisition Agreement (New Gold Inc. /FI), Acquisition Agreement (New Gold Inc. /FI)

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Change of Board. Promptly upon the purchase take up and payment by the Offeror of such number of Company Shares as represents at least 66 2/3% a two-thirds majority 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 ’s attempts to do so. The Company agrees to cooperate with the Offeror, subject to applicable Laws, to enable the Offeror's ’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 reasonable 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 ’s designees to be elected or appointed to the Board.

Appears in 1 contract

Samples: Acquisition Agreement (Actuate Corp)

Change of Board. Promptly upon the purchase by the Offeror of such number of Company Shares as represents at least 66 2/3% a majority 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 ’s attempts to do so. The Company agrees to cooperate with the Offeror, subject to applicable Laws, to enable the Offeror's ’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 reasonable 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 ’s designees to be elected or appointed to the Board.

Appears in 1 contract

Samples: Acquisition Agreement (Denison Mines Corp.)

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Change of Board. Promptly upon the purchase by the Offeror of such number of Company Shares as represents at least 66 2/350% 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 ’s attempts to do so. The Company agrees to cooperate with the Offeror, subject to applicable Laws, to enable the Offeror's ’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 reasonable 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 ’s designees to be elected or appointed to the Board.

Appears in 1 contract

Samples: Acquisition Agreement (Agnico Eagle Mines LTD)

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