Directors and Officers of the Parent Sample Clauses

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. (b) At Closing, the Parent will cause the officers of the Parent to consist of Xxxxxxx X. Xxxxxx as the Chief Executive Officer, Xxxxxxx Xxxxxxx as President and such other persons as are mutually determined by the Parties.
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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.
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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
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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). (b) At Closing, the Parent will cause the officers of the Parent to consist of Txxx Xxxxxx as the Chief Executive Officer, Kxxxxx Xxxxxx as the Chief Operating Officer, a Chief Financial Officer to be named by the Company and agreed to by the Parent, and such other persons as are mutually determined by the Company and the Parent. (c) Subject to compliance with applicable Laws and the Charter Documents of the Parent, from and after the Closing Date and until the date that is three (3) years after the Closing Date, Klutch shall be entitled (but not obliged), to nominate the Klutch Representatives to the board of directors of the Parent. The Parent will compensate the Klutch Representatives in a manner which is no less favourable than the manner in which they compensate the other directors (excluding grants of stock options). Klutch may give written notice to the Parent at any time and from time to time identifying the individuals Klutch intends to nominate as its Klutch Representatives. In such event and subject to this Section 6.26(c), the Parent shall within 10 Business Days following receipt of such notice, cause the individuals nominated as Klutch Representatives to be elected or appointed to the Parent Board in any manner permitted by Law and by the Charter Documents of the Parent. Unless and until Kxxxxx gives notice to the Parent nominating new individuals to replace incumbent Klutch Representatives on the Parent Board, the Parent will continue to include the incumbent Klutch Representatives among the management nominees for election to the Parent Board at each meeting of shareholders of the Parent at which directors are to be elected. For clarity, however, and notwithstanding anything to the contrary, there shall not be more than two Klutch Representatives concurrently serving on the Parent Board. The Parent shall have no obligation to cause the election or appointment of any new individual to replace any of the incumbent Klutch Representatives until 10 days following the later of (i) the date of the receipt of the written notice to the Pa...
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Directors and Officers of the Parent. Subsidiary
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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
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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.
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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.
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Directors and Officers of the Parent. 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.
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Related to Directors and Officers of the Parent

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Directors and Officers Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Directors’ and Officers’ Indemnification (a) From and for six (6) years after the Effective Time, Parent shall indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against all losses, expenses (including attorneys’ fees and other expenses of investigation or litigation, including on appeal), claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) in their capacity as present and former officers, directors and employees to the full extent permitted or required under the FBCA (including Section 607.0850 and A-21 subsection (7) thereof) or other applicable state Law and shall also advance expenses as incurred to the fullest extent permitted under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law, provided that the Person to whom expenses are advanced provides, if requested, the undertaking to repay such advances under the circumstances contemplated by the FBCA. Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a “Claim”), existing in favor of the Indemnified Parties as provided in the Company’s or any Subsidiary’s Articles of Incorporation, Bylaws or resolutions of their Boards of Directors, as in effect as of the date hereof, with respect to matters occurring prior to and through the Effective Time, shall survive the Merger and shall continue in full force and effect. Parent shall cause the Surviving Corporation to fulfill and honor in all respects such indemnification obligations in accordance with their terms. Subject to any limitation imposed from time to time under applicable Law, the provisions with respect to indemnification set forth in the Articles of Incorporation and Bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Person. (b) Without limiting the foregoing, in the event any claim is brought against any Indemnified Party (whether arising before or after the Effective Time) after the Effective Time (i) such Indemnified Party may retain counsel satisfactory to it (subject to approval by Parent and the Surviving Corporation, which approval will not be unreasonably withheld), (ii) Parent and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for such Indemnified Party promptly as statements therefor are received, and (iii) Parent and the Surviving Corporation will use all reasonable efforts to assist in the vigorous defense of any such matter, provided that neither Parent nor the Surviving Corporation shall be liable for any settlement of any Claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.03, upon learning of any such Claim, shall notify Parent (but the failure so to notify Parent shall not relieve it from any liability for indemnification under this Section 6.03 which it may have except to the extent such failure materially prejudices Parent), and shall deliver to Parent, upon request, the undertaking, if any, contemplated by the FBCA in connection with the advance of expenses. To the extent that a Claim is brought against more than one Indemnified Party, such Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (c) Immediately prior to the Effective Time the Company shall, at the direction of the Parent, purchase a non-cancelable extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s officers and directors (the “Tail Policy”) in the same form as presently maintained by the Company, which shall provide such officers and directors with coverage until the sixth anniversary of the Effective Time (the “Tail Period”) with not less than the existing coverage under, and have other terms not less favorable to the coverage presently maintained by the Company; provided, however, that Parent shall have the right to shop the insurance policy through their own insurance agent and cause the Company to purchase the insurance policy through the Parent’s insurance agent if the policy can be purchased at a lower cost to the Company; provided, however, that Company may engage a qualified insurance consultant to confirm that such Tail Policy satisfies the above criteria; and, provided further, that Parent shall not be required to pay for the Tail Period, if the aggregate annual premium for the Tail Policy is in excess of two hundred fifty percent (250%) of the annual premium for the existing policy. In the event the premium for the Tail Policy exceeds two hundred and fifty percent (250%) of the annual premium for the existing policy the amount of coverage of the Tail Policy shall be reduced to the greatest amount of coverage that can be obtained for any annual premium for the existing policy. A copy of the proposed policy shall be provided to the Parent by the Company at least five (5) business days prior to Closing. A copy of a binder for such policy shall be provided to the Company prior to Closing. A-22 (d) This Section 6.03 shall survive the consummation of the Merger at the Effective Time, shall not be terminated or modified in such a manner as to adversely affect the Indemnified Parties, is intended to benefit the Company, the Surviving Corporation, the Indemnified Parties and their respective heirs, personal representatives, successors and assigns and shall be binding upon all successors and assigns of Parent, Merger Sub, the Company and the Surviving Corporation.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

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