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.
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," "
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. 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:
Company Board of Directors. As of the date of this Agreement, all of the existing directors of the Company have executed and delivered to the Company an irrevocable resignation, in the form of Exhibit C hereto (a “Resignation”), of their position as a director effective as of the expiration of the ten-day period (the “Waiting Period”) following the later of (i) the filing of a Schedule 14f-1 (the “Schedule 14f-1”) disclosing the appointment of new directors to the Company’s board of directors and (ii) the mailing by the Company to its stockholders of the Schedule 14f-1. After the Closing but prior to the end of the Waiting Period, the Company’s board of directors shall appoint Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx as members of the Company’s board of directors. Immediately following the Waiting Period, the Company’s board of directors shall consist solely of Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx. On the Closing Date, the board of directors of each Subsidiary of the Company shall consist solely of Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx. The Company shall file the Schedule 14f-1 with the SEC and mail the Schedule 14f-1 to stockholders of the Company as soon as practicable following the Closing Date. Except to the extent required by law and the fiduciary duties of the directors of the Company, the Company’s board of directors will not take any action at a meeting of the board of directors or pursuant to a written consent, prior to the expiration of the Waiting Period. In the event that the Company’s board of directors is required by law or fiduciary duty to take any action during the Waiting Period, the board of directors will, unless prohibited by law or fiduciary duty, obtain the consent of Breitling prior to taking such action.
Company Board of Directors. For so long as (i) EIS and/or its affiliates or subsidiaries collectively own securities that represent ownership of at least 10% of the Common Stock (or securities convertible, exchangeable or exercisable for or into the Common Stock) on a fully diluted basis or (ii) until the date that is five years after the date hereof, EIS shall be entitled to nominate one director (the "EIS DIRECTOR") for election to the Company's Board, which nominee shall be a member of the senior management of Elan, or otherwise shall be acceptable to the Company. In connection with the foregoing, the Company will take all necessary and/or appropriate steps to effect such appointment, including the inclusion of the designated EIS Director on the recommended slate of directors presented at any regular or special meeting of the stockholders of the Company at which directors of the Company are to be elected. Prior to such election, the designated EIS Director shall be entitled to be an observer at the meetings of the Company's board of directors.
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.
