Directors and Officers of the Company. (a) In accordance with, and as provided in, the Bylaws of the Company, immediately prior to the Effective Time and immediately prior to the adoption of the resolutions provided for in Section 7.17, the total number of persons serving on the Board of Directors of the Company shall be nine, which shall include four Knight Directors, four GETCO Directors and the Chief Executive Officer of the Company. “Knight Directors” means the four persons selected by the Board of Directors of Knight prior to the Effective Time who are all currently members of the Board of Directors of Knight; provided, that such persons shall include Xxxxxx X. Xxxxx; provided, further, that at least three of the Knight Directors shall satisfy the independence requirements of the NYSE and the Organizational Documents of the Company (each an “Independent Director”); and “GETCO Directors” means (i) the two persons selected by Blocker prior to the Effective Time, (ii) Xxxxxxx Xxxxxxx and (iii) Xxx Xxxxxxx; provided, that at least two of the GETCO Directors shall be Independent Directors. In the event that, prior to the Effective Time, any person so selected to serve on the Board of Directors of the Company after the Effective Time is unable or unwilling to serve in such position, the Board of Directors that selected such person shall designate another Person to serve in such person’s stead in accordance with the provisions of the immediately preceding sentence. On or prior to the Effective Time, the Company, Knight, Blocker and GETCO shall take such actions as are necessary to effect the Board composition of the Company contemplated by this Section 1.9.
Directors and Officers of the Company. Prior to the Closing, the board of directors of the Company (the “Company Board”) shall consist of a sole director, who shall be Xxxx Xxxxxxxxx, subject to his earlier death, disability, resignation or disqualification. Until the date that is five (5) Business Days prior to the date on which the Proxy Statement becomes effective, Contributor may deliver to Parent a list of any individuals that Contributor desires to be appointed to the Company Board effective as of the Closing. Parent, the Company and the Company Board shall take all action necessary to effect the appointments timely designated by Contributor effective as of immediately prior to the Merger Effective Time and shall cause the Company Board to not contain any other individuals serving thereon as of the Closing.
Directors and Officers of the Company. Exhibit C hereto sets forth (i) as of the Effective Time, subject to the By-Laws of the Company effective as of the Effective Time, the number of directors constituting the Board of Directors of the Company and the number of Duke Directors (as defined in Exhibit B hereto) and the number of Cinergy Directors (as defined in Exhibit B hereto), (ii) as of the Effective Time, the Chairman of the Board of Directors of the Company and the President and Chief Executive Officer of the Company, and (iii) the manner in which certain senior officers of the Company as of the Effective Time will be selected after the date hereof and prior to the Effective Time. Certain of the responsibilities of the Chairman of the Board of Directors of the Company are set forth on Exhibit C hereto. The material terms of the changes to the existing employment agreement of the President and Chief Executive Officer of Cinergy to be in effect as of the Effective Time in his employment agreement with the Company as the President and Chief Executive Officer of the Company are set forth on Exhibit D hereto. The parties shall use their commercially reasonable efforts to cause an amended employment agreement reflecting such terms to be executed by the Company and the Chief Executive Officer of the Company as promptly as practicable after the date hereof.
Directors and Officers of the Company. The directors and officers of the Merger Subsidiary immediately prior to the Merger Effective Time shall, from and after the Merger Effective Time, be the directors and officers of the Company as the Surviving Company of the Merger until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Company’s certificate of incorporation and bylaws.
Directors and Officers of the Company. At the Effective Time, (i) the executive officers of the Company shall continue as the executive officers of the Company, each to hold office in accordance with the Restated Company Articles and (ii) the directors of the Company shall be comprised of the individuals determined in the manner set forth in Section 5.15, to continue in such capacity until their respective successors are duly elected or appointed and qualified.
Directors and Officers of the Company. The names of all directors and officers of the Company are as follows: Xxxx Xxxxxxx Director and President Xxxx Xxxxxxx Director and Vice-President
Directors and Officers of the Company. AFTER THE EFFECTIVE TIME. From and after the Effective Time, the officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, in each case until their respective successors are duly elected and qualified. At the Closing, the Company shall deliver to the Parent evidence reasonably satisfactory to Parent of the resignations of the directors and officers of the Company, such resignations to become effective at the Effective Time.
Directors and Officers of the Company beneficial own and are party to warrant agreements in the following amounts:
Directors and Officers of the Company. There are no officers or directors of the Company per se. However, the Company does have individuals serving in the following legal capacities under Mexican law, all of whom will resign such capacities as of the Closing: Administrador Único Sole Administrator Xxxxxx Xxxxxxx Xxxxxxxx Representante Legal Legal Representative Xxxxxx Xxxxxxx Xxxxxxx Representante Legal Legal Representative Xxxxxx Xxxxxxx Xxxxxxxx
Directors and Officers of the Company. (a) The directors of the Company at the Effective Time shall continue as the directors of the Company after the Effective Time; except that the Company shall cause the number of directors serving on its board to be increased to ten (10) and cause Xxxxx X. Xxxxxx and Xxxxxx Xxxx to be elected to the board and each shall hold office from the period commencing one business day after the Effective Time until his respective successor is duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Company or as otherwise provided by law.
(b) The officers of the Company at the Effective Time shall continue as the officers of the Company after the Effective Time except that such employees of Celiant as the parties may agree prior to execution of this Agreement (including without limitation Xxxxx X. Xxxxxx, who will become President and Chief Operating Officer), will be appointed to designated officer positions of the Company one business day after the Effective Time and each shall hold office until his respective successor is duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Company or as otherwise provided by law.
