Directors of Holdco. Parent and Holdco shall take all corporate action necessary to cause the directors of Parent immediately prior to the Delta Effective Time to be the directors of Holdco as of the Delta Effective Time until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Holdco Certificate of Incorporation and the Holdco Bylaws.
Directors of Holdco. (i) The Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to establish and maintain a board of directors for HoldCo (the “HoldCo Board” and each director a “HoldCo Director”) as follows: (A) a majority of the HoldCo Directors shall be designated by XXXX (the “XXXX Directors”); (B) one (1) HoldCo Director may be designated by NHI (the “NHI Director”), or in lieu thereof, NHI may appoint one (1) HoldCo Board observer, at its election; and (C) the Manager and the Qualifying Members may jointly designate one or more HoldCo Directors; provided, however, that (i) the number of XXXX Directors shall be reduced to one (1) if the Percentage Interest of XXXX (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of XXXX Directors shall be reduced to zero (0) if XXXX is not a Qualifying Member, (iii) the number of NHI Directors shall be increased to a majority of the HoldCo Board if NHI is appointed as the Manager in accordance with Sections 5.07(a) or 5.07(b)(i) hereof and (iv) the number of NHI Directors shall be reduced to zero (0) if NHI is not a Qualifying Member. The Manager shall have the power and authority to act (and shall act promptly) to adjust the composition of the HoldCo Board in accordance with the foregoing. By execution hereof, the Manager and XXXX and XXX (i.e., the Qualifying Members) hereby jointly designate Xxxxxxx Xxxxxxx as a HoldCo Director effective upon the Closing. In furtherance of the foregoing, the Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint Xxxxxxx Xxxxxxx and the individuals identified in writing as the XXXX Directors and the NHI Director to serve as HoldCo Directors effective upon the Closing.
(ii) Subject to Section 5.03(c)(i), a XXXX Director may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of a XXXX Director) as a HoldCo Director at the direction of XXXX in writing; provided, however, that XXXX shall promptly remove any XXXX Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. XXXX may direct the removal and replacement of a XXXX Director at any time for any reason. If XXXX desires to remove and/or replace a XXXX Director, then XXXX shall...
Directors of Holdco. Subject to Section 6.20, the Parties shall take all actions necessary so that the board of directors of Parent at the Duke Effective Time shall, from and after the Duke Effective Time, be the directors of Holdco until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of Holdco.
Directors of Holdco. Mergeco and the Company have approved this Agreement and the merger of Mergeco with and into the Company upon the terms and subject to the conditions set forth in this Agreement (the "Merger").
Directors of Holdco. Each of HoldCo and the Company (in its capacity as sole stockholder of HoldCo) agree to take all actions necessary and appropriate to cause the directors of the Company in office immediately prior to the Effective Time to be the directors of HoldCo at the Effective Time, to continue to hold office until their successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of HoldCo or as otherwise provided by law.
Directors of Holdco. Executive Director of HoldCo (to be designated a “Director A” under the HoldCo Board Rules):
Directors of Holdco. As contemplated in the Holdco Stockholders Agreement by and among Holdco, VSS-Consonant Holdings III and the Stockholders’ Representative attached hereto as Exhibit G (the “Holdco Stockholders Agreement”) and on the terms and conditions contained therein, at the Effective Time, the Vowel Designees and the Consonant Designees shall be the directors of Holdco until their successors shall be duly elected and qualified or their earlier death, resignation or removal. Subject to the Holdco Stockholders Agreement, effective as of the Effective Time, the majority of the members of the Holdco Board (including the chairperson) shall be designated by the VSS Funds.
Directors of Holdco. The parties hereto shall take all actions necessary so that, from and after the Effective Time:
(i) the Holdco Board shall consist of nine (9) directors, of whom (A) two (2) individuals meeting the Nasdaq independence requirements will be designated in writing by the Sponsor (the “Sponsor Director Nominees”), and (B) seven (7) individuals will be designated in writing by Xxxx (the “Wejo Director Nominees”), in each case by no later than ten (10) Business Days before the date on which the Registration Statement is declared effective by the SEC, each such director to hold office in accordance with the
Directors of Holdco. The parties hereto shall take all actions necessary so that, from and after the Effective Time:
(i) the Holdco Board shall consist of nine (9) directors, of whom (A) two (2) individuals meeting the Nasdaq independence requirements will be designated in writing by the Sponsor (the “Sponsor Director Nominees”), and (B) seven (7) individuals will be designated in writing by Wxxx (the “Wejo Director Nominees”), in each case by no later than ten (10) Business Days before the date on which the Registration Statement is declared effective by the SEC, each such director to hold office in accordance with the Holdco Organizational Documents. A majority of members of the Holdco Board shall qualify as an “independent director” under Nasdaq regulations and comply with all diversity requirements under applicable Law.
(ii) the officers of Wejo holding such positions as set forth in Section 1.5(a)(ii) of the Wejo Disclosure Schedules shall be appointed as the officers of Holdco, each such officer to hold office in accordance with the Holdco Organizational Documents.
Directors of Holdco
