Directors of the Company. Promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors wh...
Directors of the Company. Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx are the sole members of the Board of Directors of the Company.
Directors of the Company. (a) Subject to paragraph 3.4(1), the Board of Directors shall consist of five Directors. The Class A Shareholders shall have the right to nominate to the Board of Directors three individuals who are qualified to act as directors under the Act and the Class B Shareholders shall have the right to nominate to the Board of Directors two individuals who are qualified to act as directors under the Act. Each Shareholder shall vote at all meetings of Shareholders and shall use its best efforts to cause the nominee Directors of its class of Shares on the Board of Directors to act in such manner as to ensure that each nominee is elected or appointed and maintained in office as a Director in accordance with this Agreement.
(b) In the event that a nominee Director of any class of Shareholders resigns or is removed from the Board of Directors, such class of Shareholders shall immediately deliver or cause to be delivered to the Company a resignation and release of the nominee Director in the form of the resignation and release attached as Schedule 3.5(2).
(c) If a vacancy on the Board of Directors arises for any reason whatsoever, such vacancy shall be filled by the election or appointment of a Director nominated by the class of Shareholders entitled to nominate a replacement in accordance with paragraph 3.5(1). Until such vacancy is filled, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new Director and preserve the Business and assets of the Company. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of the failure of the applicable class of Shareholders that is entitled to nominate a replacement Director to do so, the Directors then in office shall be entitled to transact business and exercise all of the powers and functions of the Board of Directors. A decision or action of the majority of the Directors then in office shall be deemed to be a decision or action of the majority of the Board of Directors; a decision or action by Resolution of the Directors then in office shall be deemed to be a decision or action by Resolution of the Board of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of Directors.
(d) The quorum for a meeting of the Board of Directors shall be the majority of the Directors, of whom at last one Dir...
Directors of the Company. (a) Effective as of the Acceptance Time and from time to time thereafter, Parent shall be entitled to designate up to such number of directors (rounded up to the next whole number) on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares owned by Purchaser and Parent (giving effect to Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Shares. In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, upon request of Purchaser, promptly increase the size of the Company Board or use reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Parent’s designees to be so elected to the Company Board, and shall use reasonable best efforts to cause Parent’s designees to be so elected. In addition, subject to applicable Law, the Company shall use reasonable best efforts to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such individuals on the Company Board as a whole.
(b) The Company’s obligations under Section 1.3(a) to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly file with the SEC and mail to the holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser and Parent will supply the Company with, and will be solely responsible for, any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1, and the Company’s obligations under Section 1.3(a) and this Section 1.3(b) shall be conditioned upon receipt of such information.
(c) Notwithstanding the foregoing provisions of this Section 1.3, Purchaser, Parent and the Company shall use their respective reasonable best efforts to cause the Company Board to include, at all times prior to the Effective Time, at least three (3) of the members of the Company Board, selected by members of the Company Board, who (x) ...
Directors of the Company. For one year after the Closing Date, the Company will use its best efforts to cause and maintain the election to the Board of Directors of four nominees of Buyer reasonably satisfactory to the Company (the "Buyer Nominees") and provide that the Board of Directors will consist of no more than eight members. If a board vacancy occurs during such period as a result of resignation, death, removal or otherwise, each of the Company and Buyer agree to use their best efforts to cause the directors they have respectively nominated for election to the Board to vote for the election of a director to fill such vacancy who is nominated by the Buyer Nominees, if the director who has created the vacancy was a Buyer Nominee, or of a director to fill such vacancy who is nominated by the Company, if the director who has created the vacancy was not a Buyer Nominee. Buyer will identify to the Company its Buyer Nominees, and each of Buyer and the Company will identify to the other any nominee to fill a vacancy, at least 14 days prior to the nominee's expected election to the Board.
Directors of the Company. Marine nominees: Pride nominees: --------------- --------------
Directors of the Company. At the Effective Time the Board of Directors of the Company shall be increased to six (6) directors, five of whom shall be the directors of the Company immediately prior to the Effective Time, and one of whom shall be mutually agreed by Forest and the Company prior to the Effective Time. On or prior to March 31, 2006, the Board of Directors of the Company shall be increased to seven (7) directors, and an additional director mutually agreed by Forest and the Company shall be added to the Board of Directors.
Directors of the Company. The duties to be performed under this Agreement shall be performed primarily at the offices of the Company in Dallas, Texas, subject to reasonable travel requirements on behalf of the Company.
Directors of the Company. Effective on the Closing Date the Board of Directors of the Company shall be reorganized and be made up of individuals named by Purchaser.
Directors of the Company. The Company acknowledges that promptly following the time (the “Change in Control Time”) at which Offeror takes up for purchase such number of Common Shares as represents at least a majority of the then outstanding Common Shares on a fully-diluted basis and from time to time thereafter, Offeror shall be entitled to designate such number of members of the Board of Directors, and any committees thereof, as is proportionate to the percentage of the outstanding Common Shares beneficially owned from time to time by Xxxxxx (the “Xxxxxx Percentage”) and the Company shall not frustrate Offeror’s attempts to do so and covenants to fully co-operate with Xxxxxx, subject to all applicable Laws, to enable Xxxxxx’x designees to be elected or appointed to the Board of Directors, and any committee thereof, and to constitute the Xxxxxx Percentage of the Board of Directors, including, at the request of Xxxxxx, by its best efforts to increase the size of the Board of Directors and to secure the resignations of such directors as Xxxxxx may request. For certainty, upon the Offeror purchasing that number of Common Shares that represents greater than 50% of the then outstanding Common Shares, on a fully diluted basis, it shall be entitled to designate more than 50% of the members of the Board of Directors.
