Directors of Buyer Sample Clauses

Directors of Buyer. The Board of Directors of Buyer shall take all ------------------ requisite corporate action so that at the Effective Time the directors of Buyer shall include Xxxxxxx X. XxXxx and another person selected by Seller acceptable to Buyer.
Sample 1Sample 2
AutoNDA by SimpleDocs
Directors of Buyer. Upon the Effective Time, the directors of the Buyer shall resign, and the directors of the Company immediately prior to the Effective Time shall serve as the directors of Buyer, to serve until the next annual meeting of the shareholders of Buyer, or until their resignation or removal or the election or appointment of their successors in the manner provided by Buyer's charter documents and applicable law.
Sample 1
Directors of Buyer. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.
Sample 1
Directors of Buyer. (a) Prior to the Effective Time, Buyer shall (i) increase the number of the members of the Board of Directors of Buyer to five and (ii) take such action as may be necessary such that Peter H. Jacobs and Eric Vandewatxx (xxx "Xxxxer Dexxxxxxx") xxxxx have been elected to the Board of Directors of Buyer as of the Effective Time. Mr. Jacobs will, at or prior to thx Xxxxxxxxe Time, be appointed by the Board of Directors to serve as the Chief Executive Officer of Buyer. If, prior to the Effective Time, any of the Seller Designees shall decline or be unable to serve as a Seller Designee, the Seller shall designate another person to serve in such person's stead, which person shall be reasonably acceptable to Buyer. In the event that Buyer or Seller engages in an equity financing prior to the Effective Time and, pursuant to the terms of such financing, the investors in such financing are entitled to designate one or more individuals to serve on the Board of Directors of Buyer, Buyer and Seller shall amend this Section 1.04 (a) accordingly. (b) The directors of Buyer elected pursuant to Section 1.04(a) shall hold their positions until their resignation or removal or the election or appointment of their successors in the manner provided by Buyer's charter documents and applicable law.
Sample 1

Related to Directors of Buyer

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • Board “Board” means the Board of Directors of the Company.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!