Governance of Newco Sample Clauses

Governance of Newco. Hippo and Rhino shall cause Newco to, and Newco shall, take all actions necessary so that at the Effective Time, the Newco Board of Directors shall consist of nine (9) directors, four (4) of whom shall be designated by Hippo, four (4) of whom shall be designated by Rhino and one of whom shall be the Chief Executive Officer of Newco. Subject to the next sentence, Hippo shall be entitled to designate the Chairman of the Newco Board of Directors and the Chairman of the Audit Committee of the Newco Board of Directors at the Effective Time, subject to the consent of Rhino, which shall not be unreasonably withheld. Each of the Hippo and Rhino director designees shall be independent persons with respect to Hippo, Rhino and Newco as defined under applicable New York Stock Exchange rules and the initial Governance Guidelines for Newco; provided that, notwithstanding the foregoing, R. Xxxxx Xxxx, Xxxxxx X. Xxxxx and Xxxx X. Xxxx may be Hippo or Rhino director designees (but may not serve as Chairman of the Newco Board of Directors). Hippo and Rhino shall designate by mutual agreement the individuals who will serve as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer and General Counsel of Newco from and after the Effective Time until their successors are duly appointed.
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Governance of Newco. Telenor and Alfa shall have selected Newco’s CEO in accordance with the procedure described in Schedule 7.1(g) and caused Newco to have entered into an employment agreement with such individual, and the three (3) designees to become “Unaffiliated Directors” (as such term is defined in the Shareholders Agreement) shall have been identified by the Parties in accordance with the Shareholders Agreement, and such individuals shall have consented to be named in the Registration Statement to be filed with the SEC.
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Governance of Newco. Scripps and Journal shall cause Newco to, and Newco shall, take all actions necessary so that at the Newspaper Merger Effective Time, the Newco Board of Directors shall initially consist of seven or eight directors, one of whom initially shall be the Chief Executive Officer of Newco, one of whom initially shall be the Chairman of the Board of Newco and none of whom shall include any signatory to the Scripps Family Agreement or any member of the Board of Directors or officer of Scripps upon consummation of the Broadcast Merger. No officer or director of Newco or any of its Subsidiaries shall be an officer of director of Scripps or any of its Subsidiaries.
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Governance of Newco. The governance of Newco shall be reflected, to the maximum extent possible and, if necessary, also providing different classes of shares, into a by-laws to be adopted as soon as possible (the “Newco By- Laws”). In particular, the following provisions shall apply: The corporate scope of Newco shall consist exclusively (i) in the holding and progressive and prompt divestment of the CF Other Assets and Liabilities and (ii) following the Contributions, also in the holding, the management aimed at the valorization and the divestment, indirectly, pursuant to the provisions of the Shareholders’ Agreement, of the shareholding in CF (hereafter, the “CF Shareholding”), which, after the divestment of the CF Other Assets and Liabilities, shall be the only asset of Newco and, indirectly, of the Pirelli Shares. Therefore Newco shall not carry out any activity or transaction or perform any act, other than those strictly necessary to and aimed at, before the Contributions, the holding and progressive and prompt divestment of the CF Other Assets and Liabilities and, after the Contributions, also the holding, management and following divestment, directly, of the CF Shareholding and, indirectly limited to what provided in the Shareholders’ Agreement.
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Governance of Newco. All operations of Newco will be under the governance and control of OMC. OMC will provide the District with stewardship reports twice a year regarding Newco operations in the District.
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Governance of Newco. (a) IAC shall cause NewCo to take all necessary corporate action to, at or prior to the Effective Time, cause the certificate of incorporation of NewCo to be amended and restated to read in its entirety as set forth in Exhibit C, and as so amended and restated, shall be the certificate of incorporation of NewCo until thereafter amended in accordance with the provisions thereof and applicable Law. In accordance with the amended and restated certificate of incorporation, as of the Effective Time, NewCo shall be named XXXX Homeservices Inc. (b) IAC shall cause NewCo to take all necessary corporate action to, at or prior to the Effective Time, cause the bylaws of NewCo to be amended and restated to read in their entirety as set forth in Exhibit D, and as so amended and restated, shall be the bylaws of NewCo until thereafter amended in accordance with the provisions thereof and applicable Law. (c) IAC shall cause NewCo to take all necessary corporate action to cause the number of the directors constituting the Board of Directors of NewCo to be set at ten (10) directors and for the identities of those directors to be as follows (in each case, effective as of, and conditioned upon the occurrence of the Effective Time and subject to such individuals’ ability and willingness to serve): six (6) members designated by IAC; Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx Xxxxxx (provided that if either such individual becomes unable or unwilling to serve, his or her replacement shall be designated pursuant to the terms of Section 4.3 of the Investor Rights Agreement); and two (2) directors designated by IAC and who shall qualify as “independent” pursuant to the rules and regulations of the NASDAQ and Rule 10A-3 of the Exchange Act. (d) IAC shall cause NewCo to take all necessary corporate action to cause the current Chief Executive Officer of IAC (the “IAC CEO”) to be appointed as the Chairman of the Board of NewCo and cause the current Chief Executive Officer of HomeAdvisor, Inc. (“HomeAdvisor CEO”) to be appointed as the Chief Executive Officer of NewCo, in each case, effective as of, and conditioned upon the occurrence of the Effective Time, and subject to such individuals’ ability and willingness to serve. In the event that the IAC CEO is unwilling or unable to serve as the Chairman of the Board of Directors of NewCo as of the Effective Time, IAC shall designate an alternate Chairman of the Board of Directors of NewCo, who shall be appointed by NewCo in accordance with its amen...
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Related to Governance of Newco

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Maintenance of Net Worth The Parent shall at all times maintain an Adjusted Net Worth of not less than the Minimum Tangible Net Worth.

  • Scope of Negotiations The obligation to bargain collectively means to negotiate at reasonable times and to execute a written contract incorporating the terms of any agreement reached. The obligation to bargain collectively does not require the Board and the Association to agree to a proposal nor does it require the making of a concession. Those matters, which are negotiable, are: wages, hours, terms and other conditions of employment and the continuation, modification, or deletion of an existing provision of this Agreement.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Issuance of New Warrants Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

  • Issuance of New Certificate to Pledgee In the event certificates have been issued, a pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder, and entitled to vote thereon.

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Corporate Governance (a) Prior to the Effective Time, the Board of Directors of NYCB shall take all actions necessary to adopt the NYCB Bylaws Amendment. Effective as of the Holdco Merger Effective Time, and in accordance with the NYCB Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Entity and the full Board of Directors of NYCB Bank shall each be twelve (12), of which (i) eight (8) shall be directors of NYCB immediately prior to the Effective Time, which shall include the Chief Executive Officer of NYCB immediately prior to the Effective Time, Xxxxxx Xxxx, Xxxxx Xxxxx, who shall serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four (4) shall be directors of Flagstar immediately prior to the Effective Time (the “Flagstar Designated Directors”), which shall include the Chief Executive Officer of Flagstar immediately prior to the Effective Time, who shall serve as the non-Executive Chairman of the Board of Directors of each of the Surviving Entity and the Board of Directors of NYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Surviving Entity and such other directors as mutually agreed to by Flagstar and NYCB, who shall be independent of NYCB in accordance with applicable stock exchange standards. (b) At the Effective Time, NYCB shall invite all directors of Flagstar immediately prior to the Effective Time other than the Flagstar Designated Directors to become members of an Advisory Board of NYCB (the “Advisory Board”), and shall cause all such individuals who accept such invitation to be elected or appointed for a two (2)-year term as members of the Advisory Board. Such members of the Advisory Board will serve on the Advisory Board until the second (2nd) anniversary of the Closing Date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served. The Chief Executive Officer of NYCB shall meet with the Advisory Board at least one time per quarter during the two (2) year period beginning on the Closing Date. (c) Effective as of the Effective Time, the Board of Directors of NYCB shall take such actions as are necessary and appropriate to adopt the lending policies and procedures of Flagstar that were in effect immediately prior to the Closing with respect to the acquired Flagstar operations as the lending policies and procedures for such acquired Flagstar operations.

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