Directors and Officers of Newco. Prior to the Effective Time, unless otherwise agreed, the directors and officers of Newco shall consist of the Hippo and Rhino employees set forth on Section 4.02 of the Hippo Disclosure Schedule. Hippo and Rhino shall take all requisite action to cause the directors and officers of Newco as of the Effective Time to be as provided in Section 11.08.
Directors and Officers of Newco. 12.4(a) ............................................WP Partnership and WP Entities Knowledge Persons 12.4(b) ...................................................................Xxxxxxx Knowledge Persons WP DISCLOSURE SCHEDULE:
Directors and Officers of Newco. The directors and officers of Newco shall be the Persons set forth on Schedule 2.1(b). Each such officer and director shall remain in office until his or her successors are duly appointed or elected in accordance with applicable law.
Directors and Officers of Newco. Immediately prior to the Effective Time, the directors and officers of Newco shall be appointed in accordance with Schedule J.
Directors and Officers of Newco. Prior to the Newspaper Merger Effective Time, unless otherwise agreed, the directors and officers of Newco shall consist of the Scripps and Journal employees, in each case as agreed to by Scripps and Journal. Scripps and Journal shall take all requisite action to cause the directors and officers of Newco as of the Newspaper Merger Effective Time to be as provided in Section 11.10.
Directors and Officers of Newco. Conditioned upon the occurrence of the Closing, and subject to any limitation with respect to any specific individual imposed under applicable Laws, the listing requirements of the Stock Exchange or the requirements to be a “foreign private issuer” as defined in Rule 405 of the Securities Act, NewCo shall take all actions necessary or appropriate to cause, effective as of the Closing, the board of directors of NewCo to consist initially of nine (9) members, (i) two (2) of whom shall be designated by Knutsson Ltd. prior to Closing, (ii) two (2) of whom shall be Xxxx Xxxxxxx and Xxxx Xxxxxxx, (iii) one (1) of whom shall be designated by NewCo in consultation with SEAC prior to the Closing, and (iv) four (4) of whom shall be appointed by NewCo prior to Closing; provided, that to the extent that Knutsson Ltd. does not designate each of the members of the NewCo Board it is entitled to designate pursuant to this Section 2.1(e), NewCo may designate additional members to fill the undesignated positions.
Directors and Officers of Newco. 3 1.6 Approval of Stockholder of Newco.................................................4
Directors and Officers of Newco. From and after the Effective Time, the directors and officers of Newco shall be the initial directors and officers of the Surviving Entity, and such directors and officers shall serve until their successors have been duly elected or appointed (in the case of officers) and qualified or until their death, resignation or removal from office in accordance with the Surviving Entity's charter and bylaws.
Directors and Officers of Newco. (a) Arbor shall take all actions necessary to cause the directors comprising the full Board of Directors of Arbor at the Effective Time (the "Newco Board") to be comprised of seven directors. Initially, four of such directors shall be designated by Hyperion (the "Hyperion Designees") and three of such directors shall be designated by Arbor (the "Arbor Designees"). Hyperion hereby designates the persons listed as such on EXHIBIT C-1 hereto as the initial Hyperion Designees. Arbor hereby designates the persons listed as such on EXHIBIT C-2 hereto as the initial Arbor Designees. Each class of directors of Newco shall consist, at the Effective Time, of the Hyperion Designees and the Arbor Designees as set forth on EXHIBIT C-3. If, prior to the Effective Time, any of the Hyperion Designees or Arbor Designees shall decline or be unable to serve as a Hyperion Designee or an Arbor Designee, Hyperion (if such person was so designated by Hyperion) or Arbor (if such person was so designated by Arbor) shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to the other party.
(b) At the Effective Time, Arbor shall cause the persons listed on EXHIBIT C-4 to be named as officers of Newco, holding the positions therein indicated; provided, that if any such persons are unwilling or unable to serve in such capacities, their replacements shall be selected by the Newco Board as constituted at the Effective Time. Newco shall also have such other officers as may be elected by the Newco Board.
(c) The foregoing officers and directors of Newco shall hold their positions until their resignation or removal or the election or appointment of their successors in the manner provided by Newco's charter documents and applicable law.
Directors and Officers of Newco. Conditioned upon the occurrence of the Closing, and subject to any limitation with respect to any specific individual imposed under applicable Laws and the listing requirements of the Stock Exchange, NewCo shall take all actions necessary or appropriate to cause, effective as of the Closing, the board of directors of NewCo to consist of nine (9) members, (i) seven (7) of whom shall be designated by NewCo prior to Closing and (ii) two (2) of whom shall be Xxxxxxx xx Xxxx and Xxxxx Xxx, in each case, subject to the terms of the Investor Rights Agreement.
