Directors and Officers of the Parent. (a) At Closing, the Parent will cause the Parent Board to consist of seven directors, of which four will be nominees of the Parent and three will be nominees of the Company.
Directors and Officers of the Parent. From and after the Effective Time, the directors and officers of the Parent shall be the persons who were directors and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Parent shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Parent and applicable law.
Directors and Officers of the Parent. (a) At Closing, the Parent will cause the Parent Board to consist of five directors, of which three will be nominees of the Principal Shareholders, and two will be, at Klutch’s option, nominees of Klutch (each a “Klutch Representative”). If Klutch elects not to nominate one or both of the Klutch Representatives at or prior to Closing, Klutch may appoint the Klutch Representatives in accordance with Section 6.26(c).
Directors and Officers of the Parent. 14. The Principal, namely Shane Hackett, will become a director of the parent, and xxxx xxxx xxx offices indicated as of the Closing day. The principals will add the appropriate person(s) at the appropriate time(s) to the Board of Directors by mutual consent.
Directors and Officers of the Parent. As of the Closing, Parent Board of Directors and officers shall resign or not, depending on agreements negotiated prior to the closing.
Directors and Officers of the Parent. The Parties shall take all necessary action such that immediately after the Effective Time, there shall be seven directors of Parent, as follows: (a) four directors who shall be designated by Parent and identified in writing to the Company; (b) each of Xxxx Xxxxxxxxx and Xxx Xxxxxxx (each of whom has been designated by the Members’ Representative); and (c) one director shall be the individual that is the Chief Executive Officer of the Parent immediately following the Effective Time, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation, removal or replacement in accordance with the Stockholder’s Agreement and the Organizational Documents of the Parent. The Parties shall also take all necessary action so that the Chief Executive Officer of Parent immediately after the Closing shall be Xxxxxxx Xxxxxxxx and that the Chairman of the Board and other officers of the Parent immediately after the Closing shall include the individuals agreed upon by Company and Parent prior to the Closing; provided, that if any such individual is unable to hold any such office (whether due to death, disability or otherwise), the Company and Parent shall work in good faith to mutually agree upon a replacement. 4 DB1/ 97944280.20
Directors and Officers of the Parent. Subsidiary
Directors and Officers of the Parent. The directors and officers of the Parent immediately prior to the Effective Time will be the persons identified on Schedule 2.6; PROVIDED that, except as set forth in Section 5.8, nothing in this Agreement shall be construed as a commitment of continued employment to the persons referred to on Schedule 2.6, whether in the same position or otherwise. The directors and officers will hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-laws of the Parent, or as otherwise provided by applicable law.
Directors and Officers of the Parent. At the Effective Time and by virtue of the Merger, the Board of Directors of Parent shall consist of seven (7) directors elected in accordance with the terms of the Amended and Restated Voting Agreement substantially in the form attached hereto as Exhibit C-1 (the “Voting Agreement”) as follows: four (4) directors shall be appointed by Arrowhead; two (2) directors shall be appointed by the holders of the Parent Series A Preferred Stock; and the last director shall be Xx. Xxxxxx Xxxxxx, elected and holding office pursuant to the terms of that certain voting agreement in effect prior to the Merger among NanoPolaris, Inc., a Delaware corporation, Arrowhead and the security holders signatory thereto. At the Effective Time and by virtue of the Merger, the officers of the Parent immediately prior to the Effective Time shall remain the officers of the Surviving Company, each to hold office in accordance with the Bylaws of the Parent, in substantially the form set forth on Exhibit D (the “Parent Bylaws”).
