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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. (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. 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. 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. 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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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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Related to Directors and Officers of the Parent

  • Directors and Officers of the Surviving Company The directors of Merger Sub immediately prior to the Effective Time shall be elected as the initial directors of the Surviving Company, each to hold office in accordance with the charter and bylaws of the Surviving Company. The officers of Merger Sub immediately prior to the Effective Time shall be elected as the initial officers of the Surviving Company, each to hold office in accordance with the charter and bylaws of the Surviving Company.

  • Directors and Officers of the Surviving Corporation From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • 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 The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

  • 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) It is understood and agreed that all rights to indemnification, expense advancement, and exculpation existing in favor of each present and former director, officer and employee of the Company or any of the Company Subsidiaries as provided in the Company’s Certificate of Incorporation or Bylaws or the charter or organizational documents of the Company Subsidiaries, in each case as in effect on the date of this Agreement, or under any other agreements in effect on the date of this Agreement (true, correct and complete copies of which have been delivered to Sprint), will survive the Merger and the Surviving Corporation will, and Sprint will cause the Surviving Corporation to, (i) continue in full force and effect for a period of at least 6 years from the Effective Time (or, if any relevant claim is asserted or made within such six year period, until final disposition of such claim) such rights to indemnification and (ii) perform, in a timely manner, the Surviving Corporation’s obligation with respect thereto. Any claims for indemnification pursuant to such agreements and organizational documents as to which the Surviving Corporation has received written notice before the sixth anniversary of the Effective Time will survive, whether or not those claims will have been finally adjudicated or settled, and no action taken during such period may be deemed to diminish the obligations set forth in this Section 4.9. (b) The Surviving Corporation will maintain in effect for 6 years from the Effective Time the current directors’ and officers’ liability insurance policies applicable to the Company and the Company Subsidiaries (except the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favorable) providing coverage with respect to matters occurring before the Effective Time and such policies or endorsements must name as insureds thereunder all present and former directors, officers and employees of the Company and the Company Subsidiaries, except that in no event will the Surviving Corporation be required to expend under this Section 4.9(b) more than an amount per year equal to three hundred percent (300%) of current annual premiums paid by the Company for that insurance. If, but for the proviso to the immediately preceding sentence, the Surviving Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, the Surviving Entity will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to three hundred percent (300%) of current annual premiums. To the extent that a “tail” policy is available that complies with the foregoing requirements of this Section 4.9(b) with respect to the coverage, terms, and conditions applicable to all present and former directors, officers and employees of the Company and the Company Subsidiaries, the Surviving Corporation may satisfy its obligation under this Section 4.9(b) by obtaining such policy. (c) If the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of that consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision will be made so that the successors and assigns of the Surviving Corporation will assume the obligations set forth in this Section 4.9.

  • 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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