Directors and Officers of Holdco. The directors and officers of Holdco shall be designated by Parent. Each such officer and director shall remain in office until his or her successor is elected.
Directors and Officers of Holdco. (a) Immediately prior to the Effective Time, the directors of HoldCo shall be solely those persons identified on Schedule 2.2(a) (the “HoldCo Board”). HoldCo shall have a staggered board of directors, and each person identified on Schedule 2.2(a) shall serve in the class and for the term set forth opposite his or her name on Schedule 2.2(a). Each director shall remain in office until the expiration of the term of the class in which such person serves or until his or her successor is duly elected or appointed and qualified in accordance with the HoldCo Charter, the HoldCo Bylaws and the DGCL or until such person’s earlier death, resignation or removal.
(b) Immediately prior to the Effective Time, the officers of HoldCo shall be solely those persons identified on Schedule 2.2(b), and such additional persons as may be approved by the HoldCo Board. Each such officer shall remain in office until his or her successor is duly elected or appointed and qualified in accordance with the HoldCo Charter, the HoldCo Bylaws and the DGCL or until such person’s earlier death, resignation or removal.
(c) The members of the board of directors of HoldCo as of the date of this agreement are Jxxx X. Xxxxxx and Rxxxxx X. Xxxxxxx (the “Initial HoldCo Board”); additional directors may be elected or appointed to such board in accordance with the certificate of incorporation and bylaws of HoldCo and the DGCL. Each member of the Initial HoldCo Board shall serve until his or her successor is elected to the HoldCo Board as contemplated by Section 2.2(a), or until his or her earlier death, resignation or removal. The initial officers of HoldCo shall be those persons approved by the Initial HoldCo Board, each of whom shall serve until his or her respective successor is elected as contemplated by Section 2.2(b) or until his or her earlier death, resignation or removal.
Directors and Officers of Holdco. Prior to the Effective Time, the directors and officers of Holdco shall consist of equal numbers of representatives of America Online and Time Warner and shall initially be as designated and elected by Time Warner and America Online. Time Warner and America Online shall take all requisite action to cause the directors and officers of Holdco as of the Effective Time to be as provided in Section 6.2. Each such director and officer shall remain in office until his or her successors are elected in accordance with Schedule 6.2(a) and the Holdco Bylaws.
Directors and Officers of Holdco. At the Effective Time, the directors of Holdco shall consist of ten (10) representatives of Parent as designated by Parent prior to the Effective Time and two (2) representatives of Company as nominated by Company and approved by Parent prior to the Effective Time. At the Effective Time, the officers of Holdco shall be the officers of Parent then in effect. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Bylaws.
Directors and Officers of Holdco. Prior to the Effective Time, the directors and officers of Holdco shall consist of equal numbers of representatives of IBS and Info as designated and elected by IBS and Info. IBS and Info shall take all requisite action to cause (i) the Holdco Board immediately following the Effective Time to consist of 11 directors, of whom three shall be designees of IBS, three shall be designees of Info, two shall be designees of First Avenue and three shall be independent directors (as defined in Nasdaq Rule 4200(a)(14)) jointly designated by IBS, Info and First Avenue, in each case to serve until their successors are duly elected and qualified and (ii) each person listed on Schedule 2(a)(ii) to be elected to the office of Holdco set forth opposite his or her name on such Schedule, in each case to serve until their successors are duly elected and qualified. Xxxxxxx X. Xxxxxxxxx and Holdco have executed and delivered an Employment Agreement in the form of Exhibit D hereto, which Employment Agreement will be effective at the Effective Time.
Directors and Officers of Holdco. AND OF THE SURVIVING ENTITIES 3 Section 3.1 Board of Directors and Officers of Holdco 3 Section 3.2 Boards of Directors of the Surviving Entities 3 Section 3.3 Officers of the Surviving Entities 4
Directors and Officers of Holdco. Prior to the Closing, Parent, as the sole stockholder of HoldCo, and HoldCo shall take all action necessary to elect as directors of HoldCo effective as of the First Effective Time the persons who are the directors of Parent immediately prior to the First Effective Time, and to elect, effective at the Second Effective Time, each of Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx (the “Company Appointed Directors”), each to hold office in accordance with the HoldCo Certificate of Incorporation and the HoldCo Bylaws, and appoint the persons who are the officers of Parent immediately prior to the First Effective Time as officers holding the same offices of HoldCo effective as of the First Effective Time, each such person to hold office in accordance with the HoldCo Certificate of Incorporation and the HoldCo Bylaws. Company shall provide, and shall cause the Company Appointed Directors to provide, the Parent Entities with such information as is reasonably requested by the Parent Entities concerning the Company Appointed Directors, as is required to be disclosed under applicable Law or stock exchange regulations, including the completion of Parent’s current standard director and officer questionnaire, in each case at least ten (10) Business Days prior to the Closing Date.
Directors and Officers of Holdco. (a) At the Effective Time, the parties shall take all necessary action to cause the Holdco Board to be comprised of those persons who constitute the Parent Board immediately prior to the Effective Time.
(b) At the Effective Time, the parties shall take all necessary action to cause the officers of Parent immediately prior to the Effective Time to be appointed as the officers of Holdco to serve in the same capacities in which such persons served as officers of Parent.
Directors and Officers of Holdco. AND OF THE SURVIVING ENTITIES 3 Section 3.01 Board of Directors and Officers of Holdco 3 Section 3.02 Boards of Directors of the Surviving Entities 3 Section 3.03 Officers of the Surviving Entities 4 ARTICLE IV. EFFECT OF THE MERGERS ON THE CAPITAL STOCK AND EQUITY AWARDS 4 Section 4.01 Conversion of Capital Stock of NAM, Xxxxxx and Merger Subs 4 Section 4.02 Exchange of Certificates Representing Xxxxxx Common Stock 6 Section 4.03 Adjustment of Exchange Ratios 9 Section 4.04 Rule 16b-3 Approval 9 Section 4.05 Dissenting Shares 9
Directors and Officers of Holdco. Prior to the Effective Time, the directors and officers of Holdco shall consist of individuals designated by Newhaven. El Sitio, Hicks, and Newhaven shall take all requisite action to cause the xxxxxtors and officers of Holdco as of the Effective Time to be as provided in Section 6.3. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Memorandum and Articles of Association.
