Company Board of Directors. Each of the Company Designated Directors shall have been appointed as a member of the board of directors of the Company effective as of the Closing, and (ii) effective as of the Closing, the Company Designated Directors constitute a majority of the directors on the board of directors of the Company.
Company Board of Directors. The Plan shall provide that as of the Effective Date, the Company Board shall have nine (9) members and one (1) of such members shall be a person designated by PSCM (the “Purchaser Board Designee”); provided, that such designee shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the other Investment Agreements, the remaining members of the Company Board on the Effective Date shall be chosen by the Company in consultation with each Purchaser.
Company Board of Directors. (i) The Plan shall provide that as of the Effective Date, the Company Board shall have nine (9) members and three (3) of such members shall be persons designated by Purchaser (the “Purchaser Board Designees”), one to each class of directors of the Company Board (if the Company has a staggered board of directors); provided, that such designees shall be identified by name and in writing to the Company no later than 10 Business Days prior to the voting deadline established by the Bankruptcy Court. Subject to the rights provided under the Fairholme/Pershing Agreements, the remaining members of the Company Board on the Effective Date shall be chosen by the Company in consultation with Purchaser.
(ii) Following the Closing, the Company shall nominate as part of its slate of directors and use its reasonable best efforts to have elected to the Company Board (including through the solicitation of proxies for such person to the same extent as it does for any of its other nominees to the Company Board) (subject to applicable Law and stock exchange rules (provided that Purchaser Board Designees need not be “independent” under the applicable rules of the applicable stock exchange or the SEC)) (x) so long as Purchaser and the Brookfield Consortium Members beneficially own (directly or indirectly) in the aggregate at least 20% of the shares of New Common Stock on a Fully Diluted Basis, three (3) Purchaser Board Designees, (y) so long as Purchaser and the Brookfield Consortium Members beneficially own (directly or indirectly) in the aggregate at least 15%, but less than 20%, of the shares of New Common Stock on a Fully Diluted Basis, two (2) Purchaser Board Designees, and (z) so long as Purchaser and the Brookfield Consortium Members beneficially own (directly or indirectly) in the aggregate at least 10%, but less than 15%, of the shares of Common Stock on a Fully Diluted Basis, one (1) Purchaser Board Designee. For the avoidance of doubt, at and following such time as Purchaser and the Brookfield Consortium Members beneficially own (directly or indirectly) in the aggregate less than 10% of the shares of Common Stock on a Fully Diluted Basis, Purchaser and the Brookfield Consortium Members shall no longer have the right to designate directors for election to the Company Board. Following the Closing, and subject to applicable Law and stock exchange rules, there shall be proportional representation by Purchaser Board Designees on any committee of the Company Board, except f...
Company Board of Directors. Parent and the Company shall each take all actions which may be required to elect or otherwise appoint as directors of the Company, on or prior to the Distribution Date, persons to be designated by a nominating committee of the Company's Board of Directors (which nominating committee shall be comprised of individuals, if any, who are at such time not officers of Parent or Company) as additional or substitute members of the Board of Directors of the Company on the Distribution Date.
Company Board of Directors. (a) WPL's, IES's and Interstate's respective Boards of Directors will take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to be fifteen (15) persons. The directors shall be divided into three classes (hereafter referred to as "Class I," "Class II" and "Class III") of five directors each. Class I directors shall be appointed for a term expiring at the first annual meeting of shareholders of the Company following the Effective Time, Class II directors shall be appointed for a term expiring at the second annual meeting of shareholders of the Company following the Effective Time, and Class III directors shall be appointed for a term expiring at the third annual meeting of shareholders of the Company following the Effective Time, and in each case until their respective successors have been duly elected and qualified. Of the directors comprising Class I, two shall be designated by each of IES and WPL and one shall be designated by Interstate prior to the Effective Time. Of the directors comprising Class II, two shall be designated by each of IES and WPL, and one shall be designated by Interstate prior to the Effective Time. Class III directors shall consist of Xxx Xxx ("Xx. Xxx"), Xx. Xxxxx and Xx. Xxxxxxxxxxx as well as two additional directors, one director designated by each of IES and WPL prior to the Effective Time. Directors designated by IES, WPL and Interstate (including their successors) are hereinafter sometimes referred to as the "IES Directors," "WPL Directors" and "Interstate Directors," respectively. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person's stead. In addition, subject to the limitations set forth in Section 8.13(b), for a period commencing as of the Effective Time and expiring on the date of the third annual meeting of shareholders of the Company following the Effective Time, the IES, WPL and Interstate Directors (each as a separate group) shall be entitled to nominate those persons who will be eligible to be appointed, elected or re-elected as IES, WPL and Interstate Directors, respectively. For purposes of this Agreement, Messrs. Liu, Davis and Xxxxxxxxxxx shall be deemed to have been designated by IES, WPL and Interstate, respectively. WPL's, IES's and Interstate's re...
Company Board of Directors. Each of the Company and FTAC shall take, or cause to be taken, the actions set forth in this Section 9.10 prior to the Closing:
(a) The Company and FTAC shall (i) cause each Person serving and not continuing as a member of the board of directors of the Company and FTAC to resign from such position, effective upon the Effective Time, and (ii) elect or otherwise cause Persons designated on Schedule 9.10 of the PGHL Schedules to comprise the entire board of directors of the Company, effective upon the Effective Time; provided, that the board of directors as so constituted shall comply with applicable rules concerning director independence required by the SEC and the rules and listing standards of NYSE and any other Laws or requirements of a Governmental Authority applicable to members of the board of directors of the Company.
(b) The Company and FTAC shall (i) cause each Person serving and not continuing as an officer of the Company and FTAC to resign from such position, effective upon the Effective Time, and (ii) appoint or otherwise cause to be appointed each Person serving as an officer of PGHL immediately prior to the Effective Time as a corresponding officer of the Company, effective upon the Effective Time.
(c) Each of the Company and FTAC shall cause such Persons to, and such Persons shall, comply and cooperate with and satisfy all requests and requirements made by any Governmental Authority in connection with the foregoing, including by furnishing all requested information, providing reasonable assistance in connection with the preparation of any required applications, notices and registrations and requests and otherwise facilitating access to and making individuals available with respect to any discussions or hearings. In the event an individual designated in accordance with Section 9.10(a) does not satisfy any requirement of a Governmental Authority to serve as a director, then (x) there shall be no obligation to appoint such individual pursuant to Section 9.10(a) and (y) the Company or FTAC, as applicable, shall be entitled to designate a replacement director in lieu of such person; provided, further, that in no event shall Closing be delayed or postponed in connection with or as a result of the foregoing.
Company Board of Directors. Promptly following the Closings, the Company shall cause the Board of Directors of the Company to be expanded to ten members and to elect three additional directors, who shall be Xxxx Xxxxxxx, one person nominated by Hearst and one person nominated by Ameritech. The persons nominated by Hearst and Ameritech, respectively, shall be reasonably satisfactory to the Company. In accordance with Section 4.03 of the Company's Amended and Restated By-Laws, such expansion shall be effected by increasing each of Class I, Class II and Class III of the Board of Directors by one director and adding one of the new directors to each such Class, as the current Board of Directors shall determine.
Company Board of Directors. At the Effective Time, the applicable number of directors on the Company Board shall resign such that only two directors on the Company Board immediately prior to the Effective Time shall remain on the Company Board immediately following the Effective Time and, as of the Effective Time, the Company Board shall appoint the three (3) persons designated by the Preferred Stock Purchaser in writing at least five (5) Business Days prior to the anticipated Closing Date to fill three of such vacancies as a director of the Company. A remaining vacancy will be filled by the Company’s Chief Executive Officer following the Effective Time.
Company Board of Directors. 44 Section 7.14
Company Board of Directors. Indiana Energy's and SIGCORP's Boards of Directors shall take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company (the "COMPANY BOARD") at the Effective Time to be 16 persons, consisting of 8 persons designated by Indiana prior to the Effective Time and 8 persons designated by SIGCORP prior to the Effective Time; provided, however, that if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the party that designated such person shall designate another person to serve in such person's stead. In the event one or more of the designees dies, retires, resigns or otherwise becomes unable or unwilling to serve within the first three years following the Effective Time, the designees of the then majority may, to maintain the equal allocation as nearly as practicable among SIGCORP and Indiana designees, reduce their representation on the Company Board through removal or resignation. Such decision must be made as promptly as practicable, and in no event later than the next meeting of the Company Board members. Should the majority fail to reduce the number of designees serving on the Company Board, the minority may designate a successor director who shall be elected to the Company Board as soon as practicable.
(a) The initial designation of directors among the three classes of the Company Board shall be allocated among SIGCORP and Indiana designees.
(b) The initial Company Board committees and committee memberships shall be determined by the Company Board; provided, however that as nearly as practical an equal number of committees shall be chaired by a designee of the SIGCORP Board; on the one hand and by a designee of the Indiana Board on the other hand. Each such committee shall have, as near as is practicable, an equal number of members designated by SIGCORP and by Indiana.
(c) From the Effective Time until three years after the Closing Date, a vote of sixty six and two thirds percent (66 2/3%) of the members of the Company Board shall be required to approve a change in the Company's name or the location of its headquarters or principal executive offices, to amend the employment contracts identified in Section 7.15 or otherwise change any of the titles or functions of the particular individuals referred to in Section 7.14 as set forth in such employment contracts as in effect at the Effective Time or to amend any bylaw provisions corresponding to the provisions o...
