Corporate Governance Matters. (a) The Company, and to the Company's knowledge, each of its officers are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (in each case, as currently in effect, the "XXXXXXXX-XXXXX ACT"), (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers and (iii) any similar applicable Israeli securities laws, rules and regulations. The Company has delivered to Parent the final form of written information required to be disclosed prior to the date hereof by the Company and certain of its officers to the Company Board or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the Exchange Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each Subsidiary have been approved by the audit committee of the Company Board in compliance with Section 10A(h) or Section 10A(i) of the Exchange Act and any similar applicable Israeli securities laws, and no registered public accounting firm or, to the Company's knowledge, any associate thereof that performs any audit of the Company or any Subsidiary has provided to the Company or any of its affiliates any service prohibited by paragraphs (1) through (9) of Section 10A(g) of the Exchange Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Subsidiary has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company prohibited by Section 402 thereunder.
(b) The management of the Company has (i) in accordance with Rule 13a-15 under the Exchange Act, designed disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the management of the Company by others within those persons, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company's auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or opera...
Corporate Governance Matters. Except as otherwise agreed in writing by the Company and Parent prior to the Closing, and conditioned upon the occurrence of the Closing, Parent shall take all actions (to the extent such actions are permitted by Applicable Law) reasonably necessary to cause (a) the number of directors constituting the Parent Board to be such number as is specified on Section 2.13 of the Company Disclosure Schedule and (b) the individuals set forth on Section 2.13 of the Company Disclosure Schedule (the “Company Designated Directors”) to be appointed as members of the Parent Board, in each case, effective as of the Closing. In the event that any Company Designated Director becomes unwilling or unable to serve on the Parent Board, or if any Company Designated Director shall resign or be removed from the Parent Board, then the individual set forth on Section 2.13 of the Company Disclosure Schedule (the “Company Alternate Director”) shall become a Company Designated Director hereunder in the place of the Company Designated Director who becomes unwilling or unable to serve on the Parent Board, or who resigned or was removed from the Parent Board. Following the Closing, Parent shall take all actions reasonably necessary to (i) ensure that each Company Designated Director is included in the slate of nominees recommended by the Parent Board to the Parent Stockholders for election as directors at the next annual meeting of the Parent Stockholders to occur following the Closing, (ii) ensure that each Company Designated Director is included in the proxy statement prepared by Parent in connection with soliciting proxies at the next annual meeting of Parent Stockholders to occur following the Closing, and at every adjournment or postponement thereof and (iii) appoint the Company Alternate Director to fill any vacancy (but only the first vacancy) resulting from any resignation or removal of any Company Designated Director, to serve on the Parent Board until the expiration of the term applicable to such vacant directorship. Each of the Company Designated Directors shall receive compensation from Parent for his or her service as a director that is consistent with the compensation of other non-employee members of the Parent Board. For the avoidance of doubt, the Equityholders’ Representative shall be entitled to enforce the provisions of this Section 2.13 on behalf of the Company Stockholders.
Corporate Governance Matters. (a) As soon as reasonably practicable, the Company shall increase the size of its Board of Directors and appoint such number of additional directors such that the Board of Directors is comprised of a majority of independent members as determined under applicable NASDAQ rules.
(b) As soon as reasonably practicable, the Company shall establish an audit committee and a compensation committee that each meet applicable NASDAQ standards.
(c) All transaction with related persons required to be disclosed under Item 404 of Regulation S-K under the Exchange Act shall be approved by the Company’s independent directors.
(d) As soon as reasonably practicable, the Company shall establish an xxxxxxx xxxxxxx policy applicable to all officers, directors, employees and consultants of the Company.
Corporate Governance Matters. Prior to the Initial Company Merger Effective Time, Parent shall take all necessary corporate action so that upon and after the Initial Company Merger Effective Time, the size of the Parent Board shall be comprised of eleven (11) members, which shall include two (2) members designated by the Company, one (1) of whom will be a Class I director, with a term ending at the 2026 annual meeting, and one (1) of whom will be a Class III director, with a term ending at the 2025 annual meeting.
Corporate Governance Matters. 8.1. Approval Rights 47 8.2. Director Nomination Rights 50 8.3. Committees of the Company Board 54 8.4. Meetings of the Company Board 54 8.5. Compliance with Organizational Documents 54
Corporate Governance Matters. (a) As of the Closing, (i) Parent shall use all reasonable efforts to cause (A) the Articles of Amendment and Restatement of Parent attached hereto as Annex I to become effective, (B) the Articles of Incorporation of LaSalle Advisors Capital Management, Inc. ("LACM") to be amended to change its name to "LaSalle Investment Management, Inc." and (C) the number of shares of Parent Common Stock reserved for issuance under Parent's 1997 Stock Award and Incentive Plan, as amended, to be increased to 4,160,000; and (ii) Parent shall cause the Amended and Restated Bylaws of Parent to be amended and restated to read in their entirety as set forth in Annex K hereto (the "Amended Parent Bylaws").
(b) The number of directors comprising the full board of directors of Parent (the "Board") as of the Closing and until the earlier of (i) the first Business Day following the fifth annual meeting of the stockholders of Parent following the Closing and (ii) June 1, 2003 (the "Transition Period") shall be fourteen; provided that the number of directors comprising the Board may at any time be increased to fifteen by a resolution approved by the Parent Nominating Committee and the JLW Nominating Committee (each as defined below) and by a majority of the entire Board of Directors. As of the Closing, seven of such directors shall have been designated by Parent (the "Parent Directors") and seven of such directors shall have been designated by the Sellers' Representatives (the "JLW Directors"). The Parent Directors shall include four executive officers of Parent ("Parent Employee Directors," which term shall also be deemed to refer to any replacement for a Parent Employee Director elected in accordance with the applicable provisions of Article X of the Amended Parent Bylaws) and three Independent Directors (the "Parent Independent Directors," which term shall also be deemed to refer to any replacement for a Parent Independent Director elected in accordance with the applicable provisions of Article X of the Amended Parent Bylaws who shall be an Independent Director) and the JLW Directors shall include four executive officers of the JLW Businesses ("JLW Employee Directors," which term shall also be deemed to refer to any replacement for a JLW Employee Director elected in accordance with the applicable provisions of Article X of the Amended Parent Bylaws) and three Independent Directors (the "JLW Independent Directors" which term shall also be deemed to refer to any replacement for a J...
Corporate Governance Matters. Issuer shall cause Target to maintain at least the same corporate governance standards as those in effect as of the date hereof. Without limiting the generality of the foregoing, unless otherwise agreed by the parties, Issuer shall ensure that:
(a) at least one (1) meeting of the board of directors of Target will be held for each fiscal quarter;
(b) an audit committee, compensation committee, and other committees as reasonably requested by Investor will be created under the board of directors of Target;
(c) Target will not replace its independent accountants or change any material accounting principles.
Corporate Governance Matters. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.
Corporate Governance Matters. (a) Xxxxxx and Xxxxx shall take all actions within their power as may be necessary to cause (i) for a period beginning as of the Cyberonics Merger Effective Time and ending on the date of the first annual meeting of the members of Holdco following the completion of the second full fiscal year of Holdco (such period, the “Initial Period”) the number of directors constituting the Holdco board of directors as of the Effective Times to be nine (9) and (ii) the Holdco board of directors during the Initial Period to be composed as follows: (A) four (4) individuals designated by Cyberonics prior to the Closing Date (each, a “Cyberonics Designee”), (B) four individuals designated by Xxxxx prior to the Closing Date (each, a “Sorin Designee”) and (C) one (1) director mutually agreed to by Xxxxx and Cyberonics, who shall meet the independence standards of the NASDAQ applicable to non-controlled domestic U.S. issuers.
(b) Xxxxx and Xxxxxx shall take all corporate actions as may be necessary to cause, effective as of the Sorin Merger Effective Time and Cyberonics Merger Effective Time, as the case may be: (i) the Chief Executive Officer of Xxxxx as of immediately prior to the Sorin Merger Effective Time to serve as the Chief Executive Officer of the Sorin Merger Surviving Company immediately following the Sorin Merger Effective Time until the end of the Initial Period, (ii) the Chief Executive Officer of Cyberonics as of immediately prior to the Cyberonics Merger Effective Time to serve as the Chairman of the Holdco board of directors for the Initial Period, (iii) a Cyberonics Designee to serve as the Chairman of the audit and compensation committees of the Holdco board of directors for the Initial Period, (iv) each committee of the Holdco board of directors to have at least three (3) members and (v) a Sorin Designee to serve as a member of each committee of the Holdco board of directors during the Initial Period.
(c) For as long as the Holdco Shares are listed on the NASDAQ, Holdco shall comply with all NASDAQ corporate governance standards set forth in Rule 5600 of the NASDAQ Stock Market Rules applicable to non-controlled domestic U.S. issuers, regardless of whether Holdco is a foreign private issuer. For as long as the Holdco Shares are listed on the LSE, Holdco shall comply with all Listing Rules and any other Laws applicable to it.
(d) Prior to the Closing Date, Sorin and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for ...
Corporate Governance Matters. (a) On or prior to the Closing Date, Green Plains shall take all necessary actions so that, from and after the Closing Date, the board of directors of Green Plains will be comprised of not more than nine directors, unless an increase in the number of directors is authorized by a majority of the Green Plains board of directors then serving in office. Prior to the Closing Date, Green Plains shall take all necessary action (including soliciting and obtaining resignations of directors currently in office) to cause the Persons identified on Section 6.9(a) of the VBV Disclosure Schedule to be elected, contingent on the occurrence of the Merger, to the Green Plains board of directors.
(b) For a period of up to twelve months after the Closing Date, Wxxxx Xxxxxxxxx shall serve as chief executive officer of Green Plains, subject to the discretion of the Company’s board of directors. As of the Effective Time, Txxx Xxxxxx shall be appointed to serve as president and chief operating officer of Green Plains; provided, that Mx. Xxxxxxxxx shall resign, and Mx. Xxxxxx shall be appointed, as chief executive officer of Green Plains not later than the first anniversary of the Closing Date, subject to the discretion of the Company’s board of directors; provided, further, that each such officer shall hold office in accordance with Green Plains’ bylaws and until his successor is elected and qualified or until such officer’s earlier death, resignation or removal.
