Election of Board of Directors and Officers; Management Sample Clauses

Election of Board of Directors and Officers; Management. (a) The Board of Directors currently consists of Messrs. Mark Andrews, Patrick Rigney, David Phelan, T. Kelley Spillane, and Joxx X. Xxxxxxtzxx, XXX, xxxxx txxxx xxxxxxxive sxxxxxxxxx xxxx been exxxxxx xxx xxxxxxxed (or until their respective resignation or removal). Promptly after the closing of the Reorganization, the Stockholders shall elect a new Board of Directors of the Company, which shall consist of nine directors (each, a "Director"). The Directors shall be designated as follows: (i) six of the Directors shall be elected annually by the Stockholders by a plurality of the votes of the shares of Stock voting on an As-Converted Basis; provided, however, that the Stockholders agree to vote their shares of Stock in favor of the election of (x) Mark Andrews, T. Kelley Spillane and an individual to be named by Mr. Xxxxxxx, xxxh as x Xxxxxxxx (xxx "GS Directors") and (y) three nomxxxxx (xxx "RWBS Directors") designated by the Stockholders who were the former holders of shares of RWBS Group (the "RWBS Holders") (i.e., Patrick Rigney, David Phelan, Tanis Investments Limited and Carbery Mixx Xxxxxxxx Xxmixxx), (xx) xne Xxxxctor shall be elected annually by the Series A Preferred Stockholders by a plurality of the votes of shares of Series A Preferred Stock voting (the "Series A Director"), (iii) one Director shall be elected annually by the Series B Preferred Stockholders holding shares of Series B Preferred Stock by a plurality of the votes of shares of Series B Preferred Stock voting (the "Series B Director"), and (iv) one Director shall be elected annually by the Series C Preferred Stockholders holding shares of Series C Preferred Stock by a plurality of the votes of shares of Series C Preferred Stock voting (the "Series C Director"). The Board of Directors shall act by a vote of the majority present and a quorum for the transaction of business by the Board of Directors shall be a majority of the Directors. Any vacancy in the Board of Directors shall be filled by the election of a new Director by the remaining Directors; provided that (a) a GS Director's seat shall be filled by the remaining GS Directors, (b) the Series A Director's seat shall be filled by the Series A Preferred Stockholders by a plurality of the votes of the shares of Series A Preferred Stock voting, (c) the Series B Director's seat shall be filled by the Series B Preferred Stockholders by a plurality of the votes of the shares of Series B Preferred Stock voting, (d) the Series C Directo...
Sample 1
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Related to Election of Board of Directors and Officers; Management

  • 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.

  • Resignation of Directors and Officers All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

  • 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 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.

  • Indemnification of 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 contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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

  • 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.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • 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.

  • 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.

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