Election of New Directors. The Investors and the Company hereby acknowledge and agree that, immediately following the events described in Section 1(a) above, Xxxx X. Xxxxxxx and Xxxxxxx X. XxXxxxxxx (such nominees or any replacement nominees nominated by the Investors pursuant to this Agreement, the “Investor Nominees”) will (i) promptly submit director and officer questionnaires to the Nominating and Governance Committee of the Board (the “Nominating Committee”), the form of which is attached hereto as Exhibit B; the Nominating Committee will promptly review such questionnaires; promptly following such review, the Nominating Committee will nominate the Investor Nominees to serve as members of the Board; and promptly following such nomination, the Board will elect the Investor Nominees to the Board seats vacated pursuant to Section 1(a) above to serve as members of the Board and (ii) elect one of the Investor Nominees to serve on each committee of the Board existing on the date hereof or formed following the date hereof but before the 2018 Annual Meeting; provided, however, that no nomination or election of a particular Investor Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Investor Nominee would not qualify as “independent” under applicable NASDAQ rules or Rule 10A-3(b) of the Exchange Act, has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, in which case the Investors shall withdraw the designation of such Investor Nominee and shall designate another individual as an Investor Nominee, which replacement will also be subject to the requirements of this Section 1(b). The Investors will take all necessary action to cause any Investor Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Investor Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements (collectively, the “Nomination I...
Election of New Directors. The Company shall use all reasonable best efforts to ensure that each of the Class A Nominees are elected by Class A Stockholders at the 2008 Annual Meeting including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the Class A Nominees at the 2008 Annual Meeting. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation.
Election of New Directors. RESOLVED: That, effective upon the “Closing” (as that term is defined in the Agreement), the following persons are hereby elected as directors of Xeno, as the Surviving Corporation as defined in the Agreement, each to hold office in accordance with Xeno’s Bylaws and until his successor is duly qualified and elected: Xxxxxxx X. Xxxxx, M.D., Chairperson Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx X. Xxxxx, M.D. Xxxxx Xxxxx and that, Xxxxxxx X. Xxxxx, M.D., be and he hereby is elected Chairperson of the Board of Directors to serve until his successor is duly nominated, qualified and elected.
Election of New Directors. The Fund shall have delivered a certified copy of a resolution of the Board of Directors and the shareholders of the Fund (if any as of August 15, 2000) certified by the secretary thereof as having been duly and validly adopted and in full force and effect electing new directors (the names and backgrounds of which are set forth on Schedule 8.2).
Election of New Directors. The Company shall use all commercially reasonable efforts to ensure that the Barington Nominee is elected by the Company’s shareholders at the 2013 Annual Meeting including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Nominee at the 2013 Annual Meeting. None of the Company, the Board or the Nominating/Corporate Governance Committee of the Board (the “Nominating Committee”) shall take any position, make any statements or take any action inconsistent with such recommendation. None of the Company, the Board or the Nominating Committee shall be under any obligation to nominate any Person, including the Barington Nominee for election to the Board at the 2014 Annual Meeting, or at any other meeting of the shareholders of the Company (other than the 2013 Annual Meeting) or otherwise.
Election of New Directors. Prior to such resignation, the present board of directors of JSBW shall have elected Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxx as successor directors.
Election of New Directors. These unanimous Consent Resolutions of the Members are hereby unanimously consented to and adopted in writing by all of the undersigned shareholders of the Company as of the date and time last below written. The undersigned shareholders represent 100% of the Company’s authorized, issued, outstanding and fully paid up share capital. These resolutions may be signed by the Members authorized representatives in any number of counterparts and may be delivered by facsimile to the Secretary, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document and notwithstanding the date of execution shall be deemed to bear the date as last set forth below.
Election of New Directors. Immediately prior to the Effective Time (as defined in the Merger Agreement), the Current Stockholders as directors of Unity will (A) pursuant to the provisions of Unity's By-Laws, increase the number of Unity's directors to at least seven (7), (B) elect not less than seven (7) persons designated by the Current Stockholders as the new directors of Unity, and such Current Stockholders will resign as officers of Unity and (other than Xxxxxxxx Xxxxxxxx) resign as directors of Unity, effective upon consummation of the Merger so that Unity's board of directors shall, immediately after the Merger, be composed of the persons contemplated by Section 1 above.
Election of New Directors. Prior to such resignation, the present board of directors of TSC shall have elected Xxxxxxx X. Xxxxxxxx as successor director.
Election of New Directors. Seller shall procure that the Directors to be appointed for the Company under the De-merger Plan shall resign on the Closing Date. Purchaser shall elect new Directors for the Company and shall procure that the Directors resigned on the Closing Date will be granted discharge of liability for their term of office at the next annual general meeting of the Company.
